1933 Act File No. 002-88912
1940 Act File No. 811-03942
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 44 |
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and/or |
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT |
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OF 1940 |
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AMENDMENT No. 45 |
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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)
Registrants Telephone Number (800) 201-6984
Lawrence B. Stoller, 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)
o immediately upon filing pursuant to paragraph (b)
x on February 1, 2008 pursuant to paragraph (b)
o 60 days after filing pursuant to paragraph (a) (1)
o on (date) pursuant to paragraph (a) (1)
o 75 days after filing pursuant to paragraph (a) (2)
o on (date) pursuant to paragraph (a) (2) of Rule 485
If appropriate, check the following box:
o this post-effective amendment designates a new effective date for a previously filed post-effective amendment
Lord Abbett
Municipal Income Fund
Municipal Income Trust
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National Tax Free Fund
California Tax Free Fund Connecticut Tax Free Fund Hawaii Tax Free Fund Missouri Tax Free Fund |
New Jersey Tax Free Fund
New York Tax Free Fund Intermediate Tax Free Fund Georgia Tax Free Trust Pennsylvania Tax Free Trust |
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PROSPECTUS
FEBRUARY 1, 2008
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.
Class P shares of each Fund are not offered to the general public and are not available in all states. Please call
888-522-2388 for further information.
INVESTMENT PRODUCTS: NOT FDIC INSUREDNO BANK GUARANTEEMAY LOSE VALUE
TABLE OF CONTENTS
THE FUNDS
WHAT YOU SHOULD KNOW ABOUT THE FUNDS | Goal | 3 | |||||||||
Principal Strategy | 3 | ||||||||||
Main Risks | 5 | ||||||||||
National Tax Free Fund | 8 | ||||||||||
California Tax Free Fund | 12 | ||||||||||
Connecticut Tax Free Fund | 16 | ||||||||||
Hawaii Tax Free Fund | 20 | ||||||||||
Missouri Tax Free Fund | 24 | ||||||||||
New Jersey Tax Free Fund | 28 | ||||||||||
New York Tax Free Fund | 32 | ||||||||||
Intermediate Tax Free Fund | 36 | ||||||||||
Georgia Tax Free Trust | 40 | ||||||||||
Pennsylvania Tax Free Trust | 44 | ||||||||||
Additional Investment Information | 48 | ||||||||||
Management | 54 | ||||||||||
YOUR INVESTMENT
INFORMATION FOR MANAGING YOUR FUND ACCOUNT | Choosing a Share Class | 56 | |||||||||
Sales Charges | 61 | ||||||||||
Retirement and Benefit Plan Investors | 68 | ||||||||||
Fee-Based Program Investors | 68 | ||||||||||
Other Information About Retirement and
Benefit Plans and Fee-Based Programs |
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Financial Intermediary Compensation | 72 | ||||||||||
Purchases | 78 | ||||||||||
Exchanges | 79 | ||||||||||
Redemptions | 80 | ||||||||||
Distributions and Taxes | 83 | ||||||||||
Automatic Services for Fund Investors | 86 | ||||||||||
Other Services for Fund Investors | 87 | ||||||||||
Other Information for Fund Investors | 89 | ||||||||||
TABLE OF CONTENTS Continued
FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS | National Tax Free Fund | 96 | |||||||||
California Tax Free Fund | 100 | ||||||||||
Connecticut Tax Free Fund | 103 | ||||||||||
Hawaii Tax Free Fund | 105 | ||||||||||
Missouri Tax Free Fund | 107 | ||||||||||
New Jersey Tax Free Fund | 109 | ||||||||||
New York Tax Free Fund | 111 | ||||||||||
Intermediate Tax Free Fund | 114 | ||||||||||
Georgia Tax Free Trust | 119 | ||||||||||
Pennsylvania Tax Free Trust | 121 | ||||||||||
ADDITIONAL INFORMATION
HOW TO LEARN MORE ABOUT THE FUNDS AND OTHER LORD ABBETT FUNDS | Back Cover | ||||||||||
THE FUNDS
GOAL
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 National Tax Free and Intermediate Tax Free Funds) 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.
Each Fund assesses risk by considering the volatility the Fund has over time. By volatility we mean the level of price fluctuations in a Fund's holdings. The Funds, except the Intermediate Tax Free Fund, believe that a volatility that generally approximates the volatility of the Lehman Brothers Municipal Bond Index represents a reasonable risk. The Intermediate Tax Free Fund believes that a volatility that generally approximates the volatility of the Lehman Brothers 3-10 Year Insured Tax-Exempt Bond Index represents a reasonable risk.
PRINCIPAL STRATEGY
To pursue its goal, under normal market conditions each Fund primarily invests in municipal bonds which, at the time of purchase, are rated investment grade or determined by Lord Abbett to be of comparable quality. Each Fund (except for the National Tax Free Fund) may invest up to 20% of its net assets in municipal bonds which, at the time of purchase, are rated below investment grade or determined by Lord Abbett to be of comparable quality. The National Tax Free Fund may invest up to 35% of its net assets in municipal bonds which, at the time of purchase, are rated below investment grade or determined by Lord Abbett to be of comparable quality.
Lord Abbett Municipal Income
Fund, Inc.
National Tax Free Fund California Tax Free Fund Connecticut Tax Free Fund Hawaii Tax Free Fund Missouri Tax Free Fund New Jersey Tax Free Fund New York Tax Free Fund |
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Lord Abbett Municipal Income
Trust
Intermediate Tax Free Fund Georgia Tax Free Trust Pennsylvania Tax Free Trust |
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We or the Funds refers to any one or more of the portfolios of Lord Abbett Municipal Income Fund, Inc. or Lord Abbett Municipal Income Trust listed above. | |||
Lord, Abbett & Co. LLC or Lord Abbett refers to each Fund's investment adviser. | |||
About each Fund. Each Fund is a professionally managed portfolio primarily holding municipal bonds purchased with the pooled money of investors. Each strives to reach its stated goal; although, as with all mutual funds, it cannot guarantee results. | |||
Municipal Bonds ("bonds") are debt securities issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities that provide income free from federal, state and/or local personal income taxes. Municipal bonds generally are divided into two types: | |||
General Obligation Bonds are secured by the full faith and credit of the issuer and its taxing power. | |||
Revenue Bonds are payable only from revenue derived from a particular facility or source, such as bridges, tolls or sewer services. Industrial development bonds and private activity bonds are revenue bonds. |
THE FUNDS
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Under normal market conditions, each Fund attempts to invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds, the interest on which is exempt from federal, its corresponding state's and, in the case of the New York Tax Free Fund, New York City personal income tax (this policy may not be changed without shareholder approval). If the interest on a particular municipal bond is so exempt, the Fund will treat the bond as qualifying for purposes of the 80% requirement even though the issuer of the bond may be located outside of the named state or city.
Each Fund may invest up to 20% of its net assets in other fixed income securities, including bonds that pay interest that is subject to federal, its corresponding state's and/or, in the case of the New York Tax Free Fund, New York City personal income tax. Such bonds may include municipal bonds issued by other states, which may be exempt from federal but not state and/or local taxes.
Each Fund may invest in certain derivative investments such as swap transactions, interest rate caps and similar instruments, and residual interest bonds (also known as "inverse floaters"), in an attempt to increase income.
Under normal circumstances, we intend to maintain the average weighted stated maturity of each Fund, except for the Intermediate Tax Free Fund, at between ten and twenty-five years and as to the Intermediate Tax Free Fund, we intend to maintain the average weighted stated maturity at between three and ten years. A substantial amount of a Fund's holdings may be "callable," a feature that allows the bond issuer to redeem the bond before its maturity date.
In selecting municipal bonds, we focus on:
Credit Quality an issuer's ability to pay principal and interest
Income Tax Exemption the bond issuer's ability to pay interest free from federal, state and/or local personal income taxes
Total Return Potential the return possibilities for an investment over a period of time, including appreciation and interest
Call Protection assurance by an issuer that it will not redeem a bond earlier than anticipated
To the extent that the supply of state tax-exempt municipal bonds is insufficient to meet a Fund's investment needs, it may invest in municipal bonds issued by other states, which may be exempt from federal but not state and/or local taxes.
While typically fully invested, we may take a temporary defensive position in: (i) short-term tax-exempt securities and (ii) cash, investment grade commercial paper, and short-term U.S. Government securities. This could reduce tax-exempt
THE FUNDS
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income and prevent a Fund from achieving its investment objective.
Temporary defensive investments in taxable securities and investments in certain municipal bonds called private activity bonds will be limited to 20% of a Fund's assets. The income from private activity bonds is an item of tax preference for purposes of the federal alternative minimum tax ("AMT").
MAIN RISKS
For All Funds Each Fund's performance and the value of its investments will vary in response to changes in interest rates and other market factors. As interest rates rise, a Fund's investments typically will lose value. This risk is usually greater for longer-term bonds and particularly for inverse floaters than for shorter-term bonds. As a result, the Funds, which tend to invest in longer term bonds and inverse floaters to a greater degree than some municipal bond funds, normally will have greater market risk than those funds. In addition, lower rated municipal bonds in which each 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.
Additional risks that could reduce each Fund's performance or increase volatility include the following:
Credit Risk If the market perceives a deterioration in the creditworthiness of an issuer, the value of bonds issued by that issuer tends to decline. Credit risk varies based upon the economic and fiscal conditions of each state and the municipalities, agencies, instrumentalities, and other issuers within the state. Insurance or other credit enhancements supporting a Fund's investment may be provided by either U.S. or foreign entities. These securities have the credit risk of the entity providing the credit support. Credit support provided by foreign entities may be less certain because of the possibility of adverse foreign economic, political or legal developments that may affect the ability of the entity to meet its obligations. A change in the credit rating or the market's perception of the creditworthiness of any of the municipal bond insurers that insure securities in a Fund's portfolio may affect the value of the securities
Investment grade debt securities are debt securities that are rated within the four highest grades assigned by Moody's Investor Service, Inc. (Aaa, Aa, A, Baa), Standard & Poor's Ratings Services (AAA, AA, A, BBB), or Fitch Ratings (AAA, AA, A, BBB), (each a "Rating Agency") or are unrated but determined by Lord Abbett to be of comparable quality. | |||
High yield municipal bonds (sometimes called "lower rated bonds" or "junk bonds") are debt securities that are rated BB/Ba or lower by a Rating Agency, or are unrated but determined by Lord Abbett to be of comparable quality. High yield debt securities typically pay a higher yield than investment grade debt securities. High yield debt securities have a higher risk of default than investment grade debt securities, and their prices are much more volatile. The market for high yield debt securities also may be less liquid. |
THE FUNDS
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they insure, the Fund's share prices, and Fund performance. A Fund also may be adversely affected by the inability of an insurer to meet its insurance obligations.
Liquidity Risk The market for lower rated municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. It may be difficult for a Fund to sell such securities in a timely manner and at their stated value, which could result in losses to the Fund.
Call Risk As interest rates decline, bond issuers may pay off their loans early by buying back the bonds, thus depriving bondholders of above market interest rates.
Governmental Risk Government actions, including actions by local, state and regional governments, could have an adverse effect on municipal bond prices. In addition, a Fund's performance may be affected by local, state, and regional factors depending on the states in which the Fund's investments are issued. These factors may, for example, include economic or political developments, erosion of the tax base and the possibility of credit problems.
Sector Risk Where nongovernmental users of facilities financed by tax-exempt revenue bonds are in the same industry (such as frequently occurs in the electric utility and health care industries), there may be additional risk to a Fund in the event of an economic downturn in that industry. This may result generally in a lowered ability of such users to make payments on their obligations. The electric utility industry is subject to rate regulation vagaries. The health care industry suffers from two main problems affordability and access.
Legislative Risk Legislative changes in the tax-exempt character of particular municipal bonds could have an adverse effect on municipal bond prices.
Management Risk If certain sectors or investments do not perform as expected, the Funds could underperform other similar funds or lose money.
Reclassification Risk The Internal Revenue Service ("IRS") has announced that holders of tax-exempt bonds have risks that their tax-exempt income may be reclassified as taxable if the bonds that they own were issued in an abusive transaction. Although the Funds attempt to purchase only bona fide tax-exempt securities, there is a risk that a bond issued as tax-exempt may be reclassified by the IRS as taxable, creating taxable rather than tax-exempt income. In such a case, the Funds 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 their exempt-interest dividends as taxable dividends. On prior year dividends, you might need to
THE FUNDS
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file amended income tax returns and pay additional tax and interest to avoid additional penalties and to limit interest charges on these taxable dividends.
Each Fund (except the National Tax Free and Intermediate Tax Free Funds) is nondiversified, which means that it may invest a greater portion of its assets in a single issuer than a diversified fund. Thus, it may be exposed to greater risk.
In addition, loss may result from a Fund's investments in certain derivative transactions such as swap transactions, interest rate caps and similar instruments, and inverse floaters. These instruments may be leveraged so that small changes may produce disproportionate and substantial losses to a Fund. They also may increase a Fund's interest rate risk.
An investment in the Funds is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds may not be appropriate for all investors and none of the Funds is a complete investment program. You could lose money investing in the Funds.
State and Territory Risks Because each Fund other than the National Tax Free and Intermediate Tax Free Funds focuses on a particular state or territory, each such Fund's performance may be more affected by local, state and regional factors than a fund that invests in municipal bonds issued in many states. These factors may, for example, include economic or political developments, erosion of the tax base and the possibility of credit problems. In additions, downturns or developments in the U.S. economy or in foreign economies or significant world events may harm the performance of any of the Funds (including the National Tax Free and Intermediate Tax Free Funds), and may do so disproportionately as a result of the corresponding disproportionate impact of such occurrences on particular state, territory, or local economies. Certain state and local governments and other government issuers suffered significant drops in revenues coinciding with the last U.S. economic recession, resulting in a very difficult period for state and local governments. Despite the economic improvement in the nation as a whole during the last several years, many states continued to suffer fiscal imbalances. The recent housing market downturn and economic slow down are likely to cause declines in tax revenues and put pressure on budgetary reserves for affected governments. All of this could have significant consequences for each of the Funds because a worsening of the economic position of a state or other issuer of bonds in which one of the Funds invests could lower the value of that Fund's investments and could cause you to lose money.
THE FUNDS
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NATIONAL TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +5.5% Worst Quarter 2nd Q '04 -3.2%
SYMBOLS: | |||||||
CLASS A | LANSX | ||||||
CLASS B | LANBX | ||||||
CLASS C | LTNSX | ||||||
CLASS F | LANFX |
THE FUNDS
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NATIONAL TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A, B, and C shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. After-tax returns for Class B and Class C shares are not shown in the table and will vary from those shown for Class A shares.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -4.66 | % | 2.35 | % | 3.73 | % | |||||||||
Return After Taxes on Distributions | -4.66 | % | 2.35 | % | 3.66 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.53 | % | 2.62 | % | 3.80 | % | |||||||||
Class B Shares | -5.94 | % | 2.20 | % | 3.43 | % | |||||||||
Class C Shares | -2.06 | % | 2.39 | % | 3.41 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance.
THE FUNDS
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NATIONAL TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||||||||||
A | B (1) | C | F | P | |||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (2) | None | None | None | None | |||||||||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (3) | None (4) | 5.00 | % | 1.00 | % (5) | None | None | ||||||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||||||||||
Management Fees (See "Management") (6) | 0.45 | % | 0.45 | % | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||||||
Distribution and Service (12b-1) Fees (7) | 0.20 | % (8) | 1.00 | % | 0.82 | % (8)(9) | 0.10 | % | 0.45 | % | |||||||||||||
Total Other Expenses (8) | 0.47 | % | 0.47 | % | 0.47 | % | 0.47 | % | 0.47 | % | |||||||||||||
Interest and Related Expenses from Inverse Floaters (8)(10) | 0.35 | % | 0.35 | % | 0.35 | % | 0.35 | % | 0.35 | % | |||||||||||||
Other Expenses (8)(11) | 0.12 | % | 0.12 | % | 0.12 | % | 0.12 | % | 0.12 | % | |||||||||||||
Total Operating Expenses (8)(12) | 1.12 | % | 1.92 | % | 1.74 | % | 1.02 | % | 1.37 | % |
(1) Class B shares will automatically convert to Class A shares after the eighth anniversary of your purchase of Class B shares.
(2) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(3) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(4) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(5) A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.
(6) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(7) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(8) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(9) 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 Fund's average daily net assets attributable to shares held for less than one year and (2) 0.80% 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 12b-1 fees at the same rate.
(10) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(11) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(12) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 1.60% of average daily net assets for Class B and Class C shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
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NATIONAL TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class B Shares | $ | 695 | $ | 903 | $ | 1,237 | $ | 2,035 | |||||||||||
Class C Shares | $ | 277 | $ | 548 | $ | 944 | $ | 2,052 | |||||||||||
Class F Shares | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 | |||||||||||
Class P Shares | $ | 139 | $ | 434 | $ | 750 | $ | 1,646 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class B Shares | $ | 195 | $ | 603 | $ | 1,037 | $ | 2,035 | |||||||||||
Class C Shares | $ | 177 | $ | 548 | $ | 944 | $ | 2,052 | |||||||||||
Class F Shares | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 | |||||||||||
Class P Shares | $ | 139 | $ | 434 | $ | 750 | $ | 1,646 |
THE FUNDS
11
CALIFORNIA TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 3rd Q '02 +5.5% Worst Quarter 2nd Q '04 -3.0%
SYMBOLS: | |||||||
CLASS A | LCFIX | ||||||
CLASS C | CALAX | ||||||
CLASS F | LCFFX |
THE FUNDS
12
CALIFORNIA TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A and C shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. After-tax returns for Class C shares are not shown in the table and will vary from those shown for Class A shares.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -3.81 | % | 2.44 | % | 3.76 | % | |||||||||
Return After Taxes on Distributions | -3.81 | % | 2.44 | % | 3.76 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.09 | % | 2.68 | % | 3.86 | % | |||||||||
Class C Shares | -1.19 | % | 2.47 | % | 3.46 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
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CALIFORNIA TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||||||
A | C | F | P | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | None | ||||||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | 1.00 | % (4) | None | None | ||||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||||||
Management Fees (See "Management") (5) | 0.45 | % | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||||
Distribution and Service (12b-1) Fees (6) | 0.20 | % (7) | 0.81 | % (7)(8) | 0.10 | % | 0.45 | % | |||||||||||
Total Other Expenses | 0.57 | % | 0.57 | % | 0.57 | % (7) | 0.57 | % | |||||||||||
Interest and Related Expenses from Inverse Floaters (9) | 0.42 | % | 0.42 | % | 0.42 | % | 0.42 | % | |||||||||||
Other Expenses (10) | 0.15 | % | 0.15 | % | 0.15 | % (7) | 0.15 | % | |||||||||||
Total Operating Expenses (11) | 1.22 | % (7) | 1.83 | % (7) | 1.12 | % (7) | 1.47 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.
(5) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(6) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(7) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(8) 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 Fund's average daily net assets attributable to shares held for less than one year and (2) 0.80% 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 12b-1 fees at the same rate.
(9) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(10) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(11) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 1.60% of average daily net assets for Class C shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
THE FUNDS
14
CALIFORNIA TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 445 | $ | 700 | $ | 974 | $ | 1,754 | |||||||||||
Class C Shares | $ | 286 | $ | 576 | $ | 990 | $ | 2,148 | |||||||||||
Class F Shares | $ | 114 | $ | 356 | $ | 617 | $ | 1,363 | |||||||||||
Class P Shares | $ | 150 | $ | 465 | $ | 803 | $ | 1,757 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 445 | $ | 700 | $ | 974 | $ | 1,754 | |||||||||||
Class C Shares | $ | 186 | $ | 576 | $ | 990 | $ | 2,148 | |||||||||||
Class F Shares | $ | 114 | $ | 356 | $ | 617 | $ | 1,363 | |||||||||||
Class P Shares | $ | 150 | $ | 465 | $ | 803 | $ | 1,757 |
THE FUNDS
15
CONNECTICUT TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 3rd Q '02 +5.1% Worst Quarter 2nd Q '99 -2.3%
SYMBOL: | |||||||
CLASS A | LACTX | ||||||
CLASS F | LCOFX |
THE FUNDS
16
CONNECTICUT TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A shares compared to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -2.04 | % | 2.96 | % | 4.03 | % | |||||||||
Return After Taxes on Distributions | -2.04 | % | 2.96 | % | 4.03 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.14 | % | 3.15 | % | 4.11 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
17
CONNECTICUT TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.47 | % | 0.47 | % (6) | 0.47 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.32 | % | 0.32 | % | 0.32 | % | |||||||||
Other Expenses (8) | 0.15 | % | 0.15 | % (6) | 0.15 | % | |||||||||
Total Operating Expenses (9) | 1.12 | % (6) | 1.02 | % (6) | 1.37 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares. In addition, Lord Abbett expects to voluntarily reimburse approximately $181,000 of expenses, or approximately 0.13% of the Fund's net assets, for the fiscal year ending September 30, 2008. Accordingly, the estimated expense ratios (net of both contractual and voluntary expense reimbursements and excluding interest expense) are 0.67%, 0.57%, and 0.92% for Class A, Class F, and Class P shares, respectively. Lord Abbett may stop the voluntarily reimbursement at any time.
THE FUNDS
18
CONNECTICUT TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class F Shares | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 | |||||||||||
Class P Shares | $ | 139 | $ | 434 | $ | 750 | $ | 1,646 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class F Shares | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 | |||||||||||
Class P Shares | $ | 139 | $ | 434 | $ | 750 | $ | 1,646 |
THE FUNDS
19
HAWAII TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 3rd Q '02 +4.9% Worst Quarter 2nd Q '99 -2.3%
SYMBOL: | |||||||
CLASS A | LAHIX | ||||||
CLASS F | LAHFX |
THE FUNDS
20
HAWAII TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -1.84 | % | 2.63 | % | 3.70 | % | |||||||||
Return After Taxes on Distributions | -1.84 | % | 2.63 | % | 3.70 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.19 | % | 2.84 | % | 3.80 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
21
HAWAII TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.47 | % | 0.47 | % (6) | 0.47 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.30 | % | 0.30 | % | 0.30 | % | |||||||||
Other Expenses (8) | 0.17 | % | 0.17 | % (6) | 0.17 | % | |||||||||
Total Operating Expenses (9) | 1.12 | % (6) | 1.02 | % (6) | 1.37 | % | |||||||||
Expense Reimbursement (9) | 0.00 | % | (0.02 | )% | (0.02 | )% | |||||||||
Net Expenses (9) | 1.12 | % (6) | 1.00 | % (6) | 1.35 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares. In addition, Lord Abbett expects to voluntarily reimburse approximately $102,000 of expenses, or approximately 0.10% of the Fund's net assets, for the fiscal year ending September 30, 2008. Accordingly, the estimated expense ratios (net of both contractual and voluntary expense reimbursements and excluding interest expense) are 0.72%, 0.60%, and 0.95% for Class A, Class F, and Class P shares, respectively. Lord Abbett may stop the voluntarily reimbursement at any time.
THE FUNDS
22
HAWAII TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class F Shares | $ | 102 | $ | 322 | $ | 561 | $ | 1,245 | |||||||||||
Class P Shares | $ | 137 | $ | 431 | $ | 747 | $ | 1,644 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 435 | $ | 669 | $ | 922 | $ | 1,644 | |||||||||||
Class F Shares | $ | 102 | $ | 322 | $ | 561 | $ | 1,245 | |||||||||||
Class P Shares | $ | 137 | $ | 431 | $ | 747 | $ | 1,644 |
THE FUNDS
23
MISSOURI TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +5.0% Worst Quarter 2nd Q '04 -2.9%
SYMBOL: | |||||||
CLASS A | LAMOX | ||||||
CLASS F | LMIFX |
THE FUNDS
24
MISSOURI TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -2.59 | % | 2.70 | % | 3.92 | % | |||||||||
Return After Taxes on Distributions | -2.59 | % | 2.70 | % | 3.92 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.29 | % | 2.90 | % | 3.99 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
25
MISSOURI TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.51 | % | 0.51 | % (6) | 0.51 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.35 | % | 0.35 | % | 0.35 | % | |||||||||
Other Expenses (8) | 0.16 | % | 0.16 | % (6) | 0.16 | % | |||||||||
Total Operating Expenses (9) | 1.16 | % (6) | 1.06 | % (6) | 1.41 | % | |||||||||
Expense Reimbursements (9) | 0.00 | % | (0.01 | )% | (0.01 | )% | |||||||||
Net Expenses (9) | 1.16 | % (6) | 1.05 | % (6) | 1.40 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares. In addition, Lord Abbett expects to voluntarily reimburse approximately $48,000 of expenses, or approximately 0.03% of the Fund's net assets, for the fiscal year ending September 30, 2008. Accordingly, the estimated expense ratios (net of both contractual and voluntary expense reimbursements and excluding interest expense) are 0.78%, 0.67%, and 1.02% for Class A, Class F, and Class P shares, respectively. Lord Abbett may stop the voluntarily reimbursement at any time.
THE FUNDS
26
MISSOURI TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 439 | $ | 682 | $ | 943 | $ | 1,688 | |||||||||||
Class F Shares | $ | 107 | $ | 336 | $ | 583 | $ | 1,293 | |||||||||||
Class P Shares | $ | 143 | $ | 445 | $ | 770 | $ | 1,690 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 439 | $ | 682 | $ | 943 | $ | 1,688 | |||||||||||
Class F Shares | $ | 107 | $ | 336 | $ | 583 | $ | 1,293 | |||||||||||
Class P Shares | $ | 143 | $ | 445 | $ | 770 | $ | 1,690 |
THE FUNDS
27
NEW JERSEY TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +5.0% Worst Quarter 2nd Q '99 -2.9%
SYMBOL: | |||||||
CLASS A | LANJX | ||||||
CLASS F | LNJFX |
THE FUNDS
28
NEW JERSEY TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -3.72 | % | 2.16 | % | 3.56 | % | |||||||||
Return After Taxes on Distributions | -3.72 | % | 2.16 | % | 3.48 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.00 | % | 2.46 | % | 3.64 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
29
NEW JERSEY TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.48 | % | 0.48 | % (6) | 0.48 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.32 | % | 0.32 | % | 0.32 | % | |||||||||
Other Expenses (8) | 0.16 | % | 0.16 | % (6) | 0.16 | % | |||||||||
Total Operating Expenses (9) | 1.13 | % (6) | 1.03 | % (6) | 1.38 | % | |||||||||
Expense Reimbursements (9) | 0.00 | % | (0.01 | )% | (0.01 | )% | |||||||||
Net Expenses (9) | 1.13 | % (6) | 1.02 | % (6) | 1.37 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" 'for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
THE FUNDS
30
NEW JERSEY TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 436 | $ | 672 | $ | 927 | $ | 1,655 | |||||||||||
Class F Shares | $ | 104 | $ | 326 | $ | 567 | $ | 1,258 | |||||||||||
Class P Shares | $ | 139 | $ | 436 | $ | 754 | $ | 1,656 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 436 | $ | 672 | $ | 927 | $ | 1,655 | |||||||||||
Class F Shares | $ | 104 | $ | 326 | $ | 567 | $ | 1,258 | |||||||||||
Class P Shares | $ | 139 | $ | 436 | $ | 754 | $ | 1,656 |
THE FUNDS
31
NEW YORK TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +6.3% Worst Quarter 2nd Q '04 -2.6%
SYMBOLS: | |||||||
CLASS A | LANYX | ||||||
CLASS C | NYLAX | ||||||
CLASS F | LNYFX |
THE FUNDS
32
NEW YORK TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A and C shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. After-tax returns for Class C shares are not shown in the table and will vary from those shown for Class A shares.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -3.17 | % | 2.50 | % | 4.06 | % | |||||||||
Return After Taxes on Distributions | -3.17 | % | 2.50 | % | 4.06 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.62 | % | 2.77 | % | 4.15 | % | |||||||||
Class C Shares | -0.51 | % | 2.52 | % | 3.77 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F Shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
33
NEW YORK TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||||||
A | C | F | P | ||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | None | ||||||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | 1.00 | % (4) | None | None | ||||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||||||
Management Fees (See "Management") (5) | 0.45 | % | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||||
Distribution and Service (12b-1) Fees (6) | 0.20 | % (7) | 0.84 | % (8) | 0.10 | % | 0.45 | % | |||||||||||
Total Other Expenses | 0.44 | % | 0.44 | % | 0.44 | % (7) | 0.44 | % | |||||||||||
Interest and Related Expenses from Inverse Floaters (9) | 0.31 | % | 0.31 | % | 0.31 | % | 0.31 | % | |||||||||||
Other Expenses (10) | 0.13 | % | 0.13 | % | 0.13 | % (7) | 0.13 | % | |||||||||||
Total Operating Expenses (11) | 1.09 | % (7) | 1.73 | % (7) | 0.99 | % (7) | 1.34 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share" for more information.
(4) A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.
(5) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(6) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(7) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(8) 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 Fund's average daily net assets attributable to shares held for less than one year and (2) 0.80% 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 12b-1 fees at the same rate.
(9) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(10) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(11) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 1.60% of average daily net assets for Class C shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
THE FUNDS
34
NEW YORK TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 433 | $ | 660 | $ | 906 | $ | 1,611 | |||||||||||
Class C Shares | $ | 276 | $ | 545 | $ | 939 | $ | 2,041 | |||||||||||
Class F Shares | $ | 101 | $ | 315 | $ | 547 | $ | 1,213 | |||||||||||
Class P Shares | $ | 136 | $ | 425 | $ | 734 | $ | 1,613 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 433 | $ | 660 | $ | 906 | $ | 1,611 | |||||||||||
Class C Shares | $ | 176 | $ | 545 | $ | 939 | $ | 2,041 | |||||||||||
Class F Shares | $ | 101 | $ | 315 | $ | 547 | $ | 1,213 | |||||||||||
Class P Shares | $ | 136 | $ | 425 | $ | 734 | $ | 1,613 |
THE FUNDS
35
INTERMEDIATE TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
Bar Chart (per calendar year) Class A Shares
Best Quarter 3rd Q '06 +3.4% Worst Quarter 2nd Q '04 -2.2%
SYMBOL: | |||||||
CLASS A | LISAX | ||||||
CLASS B | LISBX | ||||||
CLASS C | LISCX | ||||||
CLASS F | LISFX | ||||||
CLASS P | LISPX |
THE FUNDS
36
INTERMEDIATE TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A, B, C, and P* shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. After-tax returns for Class B, C, and P shares are not shown in the table and will vary from those shown for Class A shares.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | Life of Fund (1) | ||||||||||
Class | |||||||||||
Class A Shares Return Before Taxes | 0.07 | % | 1.97 | % | |||||||
Return After Taxes on Distributions | 0.07 | % | 1.97 | % | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 1.31 | % | 2.14 | % | |||||||
Class B Shares | -1.30 | % | 1.57 | % | |||||||
Class C Shares | 2.68 | % | 1.96 | % | |||||||
Class F Shares (2) | | | |||||||||
Class P Shares | 3.25 | % | 2.53 | % | |||||||
Index/Average | |||||||||||
Lehman Brothers 3-10 Year Insured Tax-Exempt Bond Index
(3)
(reflects no deduction for fees, expenses or taxes) |
4.76 | % | 3.27 | % | |||||||
Lipper Intermediate Municipal Debt Funds Average
(3)
(reflects no deduction for fees, expenses or taxes) |
3.05 | % | 2.64 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) The date of inception for Class A, B, C and P shares is 6/30/03.
(2) Class F shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(3) The performance of the unmanaged index and average is not necessarily representative of the Fund's performance.
THE FUNDS
37
INTERMEDIATE TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||||||||||
A | B (1) | C | F | P | |||||||||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (2) | None | None | None | None | |||||||||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (3) | None (4) | 5.00 | % | 1.00 | % (5) | None | None | ||||||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||||||||||
Management Fees (See "Management") (6) | 0.40 | % | 0.40 | % | 0.40 | % | 0.40 | % | 0.40 | % | |||||||||||||
Distribution and Service (12b-1) Fees (7) | 0.20 | % (8) | 1.00 | % | 0.83 | % (9) | 0.10 | % | 0.45 | % | |||||||||||||
Other Expenses (8)(10) | 0.69 | % | 0.69 | % | 0.69 | % | 0.69 | % | 0.69 | % | |||||||||||||
Total Operating Expenses (8) | 1.29 | % | 2.09 | % | 1.92 | % | 1.19 | % | 1.54 | % | |||||||||||||
Expense Reimbursement (11) | (1.04 | )% | (1.09 | )% | (0.92 | )% | (1.09 | )% | (1.09 | )% | |||||||||||||
Net Expenses (11) | 0.25 | % | 1.00 | % | 1.00 | % | 0.10 | % | 0.45 | % |
(1) Class B shares will automatically convert to Class A shares after the eighth anniversary of your purchase of Class B shares.
(2) Effective April 1, 2008, the maximum sales charge on Class A purchases of the Fund will be reduced from 3.25% to 2.25%. You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(3) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(4) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(5) A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.
(6) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(7) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(8) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(9) 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 Fund's average daily net assets attributable to shares held for less than one year and (2) 0.80% 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 12b-1 fees at the same rate.
(10) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(11) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses so that the Fund's net expenses do not exceed an aggregate annualized rate of 0.25% of average daily net assets for Class A shares, 1.00% of average daily net assets for Class B and C shares, 0.10% of average daily net assets for Class F shares, and 0.45% of average daily net assets for Class P shares.
THE FUNDS
38
INTERMEDIATE TAX FREE FUND
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 267 | $ | 505 | $ | 800 | $ | 1,640 | |||||||||||
Class B Shares | $ | 602 | $ | 812 | $ | 1,188 | $ | 2,096 | |||||||||||
Class C Shares | $ | 202 | $ | 482 | $ | 921 | $ | 2,142 | |||||||||||
Class F Shares | $ | 10 | $ | 231 | $ | 512 | $ | 1,312 | |||||||||||
Class P Shares | $ | 46 | $ | 341 | $ | 699 | $ | 1,708 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 267 | $ | 505 | $ | 800 | $ | 1,640 | |||||||||||
Class B Shares | $ | 102 | $ | 512 | $ | 988 | $ | 2,096 | |||||||||||
Class C Shares | $ | 102 | $ | 482 | $ | 921 | $ | 2,142 | |||||||||||
Class F Shares | $ | 10 | $ | 231 | $ | 512 | $ | 1,312 | |||||||||||
Class P Shares | $ | 46 | $ | 341 | $ | 699 | $ | 1,708 |
THE FUNDS
39
GEORGIA TAX FREE TRUST
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +5.9% Worst Quarter 2nd Q '04 -3.0%
SYMBOL: | |||||||
CLASS A | LAGAX | ||||||
CLASS F | LGAFX |
THE FUNDS
40
GEORGIA TAX FREE TRUST
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -2.40 | % | 3.07 | % | 4.60 | % | |||||||||
Return After Taxes on Distributions | -2.40 | % | 3.07 | % | 4.56 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.17 | % | 3.22 | % | 4.57 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.
(1) Class F shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
41
GEORGIA TAX FREE TRUST
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.45 | % | 0.45 | % (6) | 0.45 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.28 | % | 0.28 | % | 0.28 | % | |||||||||
Other Expenses (8) | 0.17 | % | 0.17 | % (6) | 0.17 | % | |||||||||
Total Operating Expenses (9) | 1.10 | % (6) | 1.00 | % (6) | 1.35 | % | |||||||||
Expense Reimbursement (9) | 0.00 | % | (0.02 | )% | (0.02 | )% | |||||||||
Net Expenses (9) | 1.10 | % (6) | 0.98 | % (6) | 1.33 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares. In addition, Lord Abbett expects to voluntarily reimburse approximately $257,000 of expenses, or approximately 0.19% of the Fund's net assets, for the fiscal year ending September 30, 2008. Accordingly, the estimated expense ratios (net of both contractual and voluntary expense reimbursements and excluding interest expense) are 0.63%, 0.51%, and 0.86% for Class A, Class F, and Class P shares, respectively. Lord Abbett may stop the voluntarily reimbursement at any time.
THE FUNDS
42
GEORGIA TAX FREE TRUST
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 434 | $ | 663 | $ | 911 | $ | 1,622 | |||||||||||
Class F Shares | $ | 100 | $ | 316 | $ | 550 | $ | 1,222 | |||||||||||
Class P Shares | $ | 135 | $ | 425 | $ | 737 | $ | 1,622 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 434 | $ | 663 | $ | 911 | $ | 1,622 | |||||||||||
Class F Shares | $ | 100 | $ | 316 | $ | 550 | $ | 1,222 | |||||||||||
Class P Shares | $ | 135 | $ | 425 | $ | 737 | $ | 1,622 |
THE FUNDS
43
PENNSYLVANIA TAX FREE TRUST
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's 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 F shares since this class has not completed a full calendar year of operations. No performance is shown for Class P* shares since the Fund has not issued Class P shares to date.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less.
*As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs (as defined below). See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
Bar Chart (per calendar year) Class A Shares
Best Quarter 4th Q '00 +5.8% Worst Quarter 2nd Q '04 -2.9%
SYMBOL: | |||||||
CLASS A | LAPAX | ||||||
CLASS F | LAPFX |
THE FUNDS
44
PENNSYLVANIA TAX FREE TRUST
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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.
Average Annual Total Returns
(for periods ended December 31, 2007)
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -2.22 | % | 2.90 | % | 4.14 | % | |||||||||
Return After Taxes on Distributions | -2.22 | % | 2.90 | % | 4.14 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -0.01 | % | 3.09 | % | 4.20 | % | |||||||||
Class F Shares (1) | | | | ||||||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return. The Return After Taxes on Distributions for a period may be the same as the Return Before Taxes for the same period if there are no distributions or if the distributions are small.
(1) Class F shares have not completed a full calendar year of operations. Consequently, there are no returns to report for this share class.
(2) The performance of the unmanaged index is not necessarily representative of the Fund's performance. Each index is composed of municipal bonds from many states while the Fund is a single-state municipal bond portfolio.
THE FUNDS
45
PENNSYLVANIA TAX FREE TRUST
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||||||||||
A | F | P | |||||||||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||||||||||
Maximum Sales Charge on Purchases (as a % of offering price) | 3.25 | % (1) | None | None | |||||||||||
Maximum Deferred Sales Charge (See "Sales Charges") (2) | None (3) | None | None | ||||||||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||||||||||
Management Fees (See "Management") (4) | 0.45 | % | 0.45 | % | 0.45 | % | |||||||||
Distribution and Service (12b-1) Fees (5) | 0.20 | % (6) | 0.10 | % | 0.45 | % | |||||||||
Total Other Expenses | 0.53 | % | 0.53 | % (6) | 0.53 | % | |||||||||
Interest and Related Expenses from Inverse Floaters (7) | 0.34 | % | 0.34 | % | 0.34 | % | |||||||||
Other Expenses (8) | 0.19 | % | 0.19 | % (6) | 0.19 | % | |||||||||
Total Operating Expenses (9) | 1.18 | % (6) | 1.08 | % (6) | 1.43 | % | |||||||||
Expense Reimbursement (9) | 0.00 | % | (0.04 | )% | (0.04 | )% | |||||||||
Net Expenses (9) | 1.18 | % (6) | 1.04 | % (6) | 1.39 | % |
(1) You may be able to reduce or eliminate the sales charge. See "Your Investment Sales Charges Class A Share Front-End Sales Charges" for more information.
(2) The maximum contingent deferred sales charge ("CDSC") is a percentage of the lesser of the net asset value ("NAV") at the time of the redemption or the NAV when the shares were originally purchased.
(3) A CDSC of 1.00% may be assessed on certain redemptions of Class A shares made without a sales charge. See "Your Investment Sales Charges Class A Share CDSC" for more information.
(4) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(5) "12b-1 Fees" are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
(6) These amounts have been restated from fiscal year amounts to reflect current fees and expenses.
(7) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(8) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.
(9) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
THE FUNDS
46
PENNSYLVANIA TAX FREE TRUST
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. This example, like that in other funds' prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 441 | $ | 688 | $ | 953 | $ | 1,710 | |||||||||||
Class F Shares | $ | 106 | $ | 338 | $ | 590 | $ | 1,312 | |||||||||||
Class P Shares | $ | 142 | $ | 447 | $ | 776 | $ | 1,708 |
You would pay the following expenses if you did not redeem your shares:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class A Shares | $ | 441 | $ | 688 | $ | 953 | $ | 1,710 | |||||||||||
Class F Shares | $ | 106 | $ | 338 | $ | 590 | $ | 1,312 | |||||||||||
Class P Shares | $ | 142 | $ | 447 | $ | 776 | $ | 1,708 |
THE FUNDS
47
ADDITIONAL INVESTMENT INFORMATION
This section describes some of the investment techniques that might be used by the Funds and some of the risks associated with those techniques.
Adjusting Investment Exposure. Each Fund will be subject to risks associated with investments. Each Fund may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political, and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices and other factors. For example, a Fund may seek to hedge against certain market risks. These strategies may involve effecting transactions in derivative and similar instruments, including but not limited to options, futures, forward contracts, swap agreements, warrants, and rights. If we judge market conditions incorrectly or use a hedging strategy that does not correlate well with a Fund's investments, it could result in a loss, even if we intended to lessen risk or enhance returns. These strategies may involve a small investment of cash compared to the magnitude of the risk assumed, and could produce disproportionate gains or losses.
Concentration. Each Fund will invest no more than 25% of its total assets in any industry, other than tax-exempt securities issued by governments or political subdivisions of governments to which this limitation does not apply. Where nongovernmental users of facilities financed by tax-exempt revenue bonds are in the same industry (such as frequently occurs in the electric utility and health care industries), there may be additional risk to a Fund in the event of an economic downturn in that industry. This may result generally in a lowered ability of such users to make payments on their obligations.
Diversification. The National Tax Free and Intermediate Tax Free Funds are diversified funds. A diversified fund, with respect to 75% of total assets, will normally not purchase a security if, as a result, more than 5% of the fund's total assets would be invested in securities of a single issuer or the fund would hold more than 10% of the outstanding voting securities of the issuer. Each of the other Funds is a nondiversified mutual fund. This means that each of the Funds may invest a greater portion of its assets in, and own a greater amount of the voting securities of, a single company than a diversified fund. As a result, the value of a nondiversified fund's investments may be more affected by a single adverse economic, political or regulatory event than the investments of a diversified fund would be.
Futures Contracts and Options on Futures Contracts. Each Fund may enter into financial futures contracts and options thereon as a substitute for taking a position in an underlying asset, to increase returns, for bona fide hedging purposes
THE FUNDS
48
or to pursue risk management strategies. 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. The Funds are not registered as, nor are they subject to registration or regulation as, commodity pool operators under the Commodity Exchange Act.
Risks of Options and Futures. Fund transactions in futures, options on futures and other options, if any, involve additional risk of loss. Loss may result, for example, from adverse market movements, a lack of correlation between changes in the value of these derivative instruments and a Fund's assets being hedged, the potential illiquidity of the markets for derivative instruments, the risk that the counterparty to an OTC contract will fail to perform its obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions.
Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include: domestic 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 all swap transactions; 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. 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.
Insured Municipal Bonds. Each Fund may invest in bonds covered by insurance policies that guarantee timely payment of principal and interest. The insurance policies do not guarantee the value of the bonds themselves.
Interest Rate Swaps, Credit Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Total return swaps give a Fund the right to
THE FUNDS
49
receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund involved may also be required to pay the dollar value of that decline to the counterparty.
The Funds may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms.
The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
The Funds may enter into swap transactions for hedging purposes or to seek to increase total return. The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors and collars, is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the Funds would be less favorable than it would have been if these investment techniques were not used. It is not currently expected that these investments will be a principal strategy of the Funds.
Non-Investment Grade Municipal Bonds. Non-investment grade municipal bonds and unrated municipal bonds of comparable credit quality (commonly known as "high yield" or "junk" bonds) may be highly speculative and have poor prospects for reaching investment grade standing. Non-investment grade securities are subject to the increased risk of an issuer's inability to meet principal and interest obligations and a greater risk of default. These securities may be subject to greater price volatility due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
THE FUNDS
50
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. A less liquid secondary market also may make it more difficult for a Fund to obtain precise valuations of the lower rated securities in its portfolio.
Private Activity or Industrial Development Bonds. Each Fund may invest up to 20% of its net assets (less any amount invested in the temporary taxable investments described under "Principal Strategy") in private activity bonds (sometimes called "AMT paper"). See "Distributions and Taxes." The credit quality of such bonds usually is directly related to the credit standing of the private user of the facilities.
Residual Interest Bonds. Each Fund may invest up to 20% of its net assets in residual interest bonds ("RIBs") (also known as "inverse floaters") to enhance income and manage portfolio duration. RIBs are issued by tender option bond trusts ("trusts") that are established by a third party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to RIBs, these trusts typically issue short-term floating rate notes which are usually sold to money market funds ("floating rate notes"). A RIB is a type of "derivative" debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note inversely affect the interest paid on the RIB, the value and income of a RIB is generally more volatile than the value and income of a fixed rate municipal bond. RIBs have interest rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise, and increase the interest paid to a Fund when short-term interest rates fall. The value of RIBs also falls faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value rises more rapidly when interest rates fall. RIBs have varying degrees of liquidity, and the market for these securities is relatively volatile. RIBs tend to underperform the market for fixed rate municipal bonds in a rising long-term interest rate
THE FUNDS
51
environment, but tend to outperform that market when long-term interest rates decline.
Each Fund may acquire RIBs issued by trusts that have been established by a transfer of municipal bonds by the Fund or an agent on behalf of the Fund. Such transfers do not qualify for sale treatment under Statement of Financial Accounting Standard No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities;" therefore, the municipal bonds deposited into such trusts are presented in the Funds' schedules of investments and the proceeds from the transactions are reported as a liability for trust certificates. Interest income from the underlying bonds is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a trust are reported as expenses of the Fund involved. The floating rate trust certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the trust for redemption at par at each reset date. The RIBs held by a Fund provide the Fund the right to (1) cause the holders of a proportional share of floating rate trust certificates to tender their certificates at par and (2) transfer a corresponding share of the municipal bonds from the trust to the Fund.
Zero Coupon, Deferred Interest, Pay-In-Kind and Capital Appreciation Bonds. The Funds may invest in zero coupon bonds, deferred interest, pay-in-kind and capital appreciation bonds. These bonds are issued at a discount from their face value because interest payments are typically postponed until maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities.
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, the Fund involved may not receive any return on its investment.
An investment in zero coupon and delayed interest securities may cause a Fund to recognize income and make distributions to shareholders before it receives any cash payments on their investment. To generate cash to satisfy distribution requirements, a Fund may have to sell portfolio securities that it otherwise would have continued to hold or to use cash flows from other sources such as the sale of Fund shares.
THE FUNDS
52
Information on Portfolio Holdings. The Funds' Annual and Semiannual Reports, which are sent to shareholders and filed with the Securities and Exchange Commission ("SEC"), contain information about the Funds' portfolio holdings, including a complete schedule of holdings. The Funds also file their complete schedules of portfolio holdings with the SEC on Form N-Q as of the end of their first and third fiscal quarters.
In addition, on or about the first day of the second month following each calendar quarter-end, each Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The Funds also may make publicly available other portfolio related information within 15 days following the end of each calendar month for which such information is made available. Such information may include: a list of the largest portfolio positions; portfolio commentaries; portfolio performance attribution information; "fact sheets" or similar updates; and certain other information regarding one or more portfolio positions. This information will remain available until the schedule, list, commentary, fact sheet, performance attribution or other information for the next month is publicly available. You may view this information for the most recently ended calendar quarter or month at www.lordabbett.com under the relevant Fund's holdings tab or request a copy at no charge by calling Lord Abbett at 888-522-2388.
From time to time, a portfolio manager, analyst, or other Lord Abbett employee may express observations and/or opinions regarding macroeconomic, geopolitical, market sector, industry, issuer-specific, or other developments. The observations and/or opinions expressed by such person do not necessarily represent the observations and/or opinions of Lord Abbett or any other person associated with Lord Abbett. Any such observations and/or opinions are subject to change at any time for any reason, and Lord Abbett disclaims any responsibility to update such observations and/or opinions. These observations and/or opinions may not be relied upon as investment advice and, because investment decisions for Lord Abbett Funds are based on multiple factors, may not be relied upon as any indication of trading intent on behalf of any Lord Abbett Fund.
For more information on the Funds' policies and procedures with respect to the disclosure of their portfolio holdings and ongoing arrangements to make available such information on a selective basis to certain third parties, please see "Investment Policies Policies and Procedures Governing the Disclosure of Portfolio Holdings" in the Statement of Additional Information.
THE FUNDS
53
MANAGEMENT
Boards of Directors/Trustees. The Boards oversee the management of the business and affairs of the Funds. The Boards meet regularly to review their respective Funds' portfolio investments, performance, expenses, and operations. The Boards appoint officers who are responsible for the day-to-day operations of their respective Funds and who execute policies authorized by the Boards. More than 75 percent of the Board members are independent of Lord Abbett.
Each year in December the Boards consider 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 is available in the Funds' Semiannual Report to Shareholders for each six-month period ended March 31.
Investment Adviser. The Funds' investment adviser is Lord, Abbett & Co. LLC, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nation's oldest mutual fund complexes, with assets under management of approximately $110 billion in 51 mutual funds and other advisory accounts as of December 31, 2007.
Investment Managers. Lord Abbett uses a team of investment managers and analysts acting together to manage each Fund's investments. The Statement of Additional Information contains additional information about investment manager compensation, other accounts managed, and ownership of Fund shares.
Daniel S. Solender heads the investment management team. Peter Scott Smith is a senior team member. Messrs. Solender and Smith are primarily and jointly responsible for the day-to-day management of the Funds. Mr. Solender, Director of Municipal Bond Management, joined Lord Abbett in 2006. Prior thereto he served as a Vice President and Portfolio Manager at Nuveen Investments from 1991 to 1999 and 2003 to 2006 and served as Principal and Portfolio Manager at Vanguard Group from 1999 to 2003. Mr. Solender has been in the investment business since 1987 and has been a member of the team since 2006. Mr. Smith, Investment Manager, joined Lord Abbett in 1992 and has been in the investment business since 1989 and a member of the team since 1992.
Management Fee. Lord Abbett is entitled to an annual management fee based on each Fund's average daily net assets. The management fee for each Fund, except the Intermediate Tax Free Fund, is calculated daily and payable monthly 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 average daily net assets over $2 billion.
THE FUNDS
54
Based on this calculation, the management fee paid to Lord Abbett for the fiscal year ended September 30, 2007, with respect to each Fund (excluding the Intermediate Tax Free Fund) was at an effective annual rate of 0.45% of each Fund's respective average daily net assets.
The management fee for the Intermediate Tax Free Fund is calculated daily and payable monthly at the following annual rates:
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $3 billion; and
0.35% on assets over $5 billion.
For the fiscal year ended September 30, 2007, Lord Abbett reimbursed the Intermediate Tax Free Fund for its entire effective management fee of 0.40%.
In addition, Lord Abbett provides certain administrative services to each of the Funds pursuant to an Administrative Services Agreement in return for a fee at the annual rate of 0.04% of each Fund's average daily net assets. Each Fund pays all expenses not expressly assumed by Lord Abbett. For more information about the services Lord Abbett provides to the Funds, see the Statement of Additional Information.
THE FUNDS
55
YOUR INVESTMENT
CHOOSING A SHARE CLASS
The National Tax Free and Intermediate Tax Free Funds offer in this Prospectus five classes of shares: Class A, B, C, F, and P. The California Tax Free Fund and New York Tax Free Fund offer four share classes: Class A, C, F, and P. The Connecticut Tax Free Fund, Georgia Tax Free Trust, Hawaii Tax Free Fund, Missouri Tax Free Fund, New Jersey Tax Free Fund, and Pennsylvania Tax Free Trust offer three share classes: Class A, F, and P. Each class in a Fund represents investments in the same portfolio of securities, but each has different expenses, dividends, eligibility requirements and sales charges. Share class offerings are broadly grouped into three purchase categories: Retirement and Benefit Plans, Fee-Based Programs, and All Other Investors. However, tax-free funds should generally not serve as investments for tax-deferred retirement plans and accounts.
Retirement and Benefit Plans. Investors investing through Retirement and Benefit Plans are offered Class A, and in certain limited circumstances, Class P shares. Actual share class availability is determined by your plan and your plan service provider. See "Retirement and Benefit Plan Investors" for more information.
Fee-Based Programs. Investors in Fee-Based Programs are offered Class A and F shares, and in certain limited circumstances, Class P shares. Actual share class availability is determined by your program sponsor. See "Fee-Based Program Investors" for more information.
All Other Investors. Class A, B, and C shares are offered to individual investors, certain retirement plans, and other investors not qualifying for one of the other two categories above.
You may purchase shares at the NAV per share determined after we receive your purchase order submitted in proper form, plus any applicable sales charge. We will not consider an order to be in proper form until we have certain identifying
As used in the section "Your Investment," the term "Fund" refers to each of the Funds described in this Prospectus unless explicitly stated otherwise. | |||
Retirement and Benefit Plans include qualified and non-qualified retirement plans, deferred compensation plans and other employer-sponsored retirement, savings or benefit plans, such as defined benefit plans, 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, but do not include Individual Retirement Accounts ("IRAs"), unless explicitly stated elsewhere in the Prospectus. | |||
Lord Abbett offers a variety of retirement plans. Call 888-522-2388 for information about: | |||
Traditional, Rollover, Roth, and Education IRAs | |||
SIMPLE IRAs, SEP-IRAs, 401(k) and 403(b) accounts | |||
Defined Contribution Plans | |||
Fee-Based Programs include Fee-Based Advisory Programs and Fee-in-Lieu-of-Commission Programs sponsored or offered by Financial Intermediaries. In Fee-Based Advisory Programs, a Financial Intermediary provides a fee-based investment advisory program or service (including mutual fund wrap programs). In Fee-in-Lieu-of-Commission Programs, a Financial Intermediary bundles together a suite of services, such as brokerage, investment advice, research, and account management, and the client pays a fee based on the total asset value of the client's account for all or a specified number of transactions, including mutual fund purchases, in the account during a certain period. |
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56
information required under applicable law. For more information, see "Purchases" and "Other Information for Fund Investors Procedures Required by the USA PATRIOT Act." We reserve the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor LLC determines that it is in the best interest of the Fund and its shareholders. All purchase orders are subject to our acceptance.
You should read this section carefully to determine which class of shares is best for you and discuss your selection with your Financial Intermediary. Each class has different sales charges and expenses, allowing you to choose the class that best meets your needs. You should make a decision only after considering various factors, including the expected effect of any applicable sales charges and the level of class expenses on your investment over time, the amount you wish to invest, the length of time you plan to hold the investment, your qualification for any waiver of a sales load or fee reduction, whether you plan to take any distributions in the near future, and the availability of the share class for purchase. You should consult with your investment professional or Financial Intermediary about comparative pricing of investor services available under each available share class, the compensation that will be received by your investment professional or Financial Intermediary in connection with each available share class, and other factors that may be relevant to your choice of share class in which to invest.
If you think you may be moving from one retirement plan to another, or if there is a change related to your Financial Intermediary, there may be limitations on your ability to make additional purchases of shares of a particular class. Purchases or sales through a participating Retirement and Benefit Plan or Fee-Based Program must be consistent with the procedures for the plan or
Lord Abbett Distributor LLC ("Lord Abbett Distributor" or the "Distributor") acts as agent for the Fund to work with investment professionals that buy and/or sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors. | |||
Financial Intermediaries include broker-dealers, registered investment advisers, banks, trust companies, certified financial planners, third-party administrators, recordkeepers, trustees, custodians, financial consultants, insurance companies, Fee-Based Program sponsors, and certain Retirement and Benefit Plans. | |||
Share Class Considerations for Individual Investors. If you are considering investing $100,000 or more in Class B shares, in almost all cases it will be more economical for you to choose Class A shares because of the reduced sales charge and lower ongoing annual expenses of Class A shares. | |||
If your investment horizon is limited, an investment in Class C shares may be more appropriate than Class B shares. Class C shares are sold without a front-end sales charge and the CDSC does not apply to shares redeemed after the first anniversary of the purchase. | |||
If you plan to invest a large amount and your investment horizon is five years or more, 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 longer term than the front-end sales charge you would pay on larger purchases of Class A shares. |
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57
program. Records relating to such purchases or sales are maintained by, or on behalf of, the plan or the program sponsor.
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. 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.
For more information on selecting a share class, see "Classes of Shares" in the Statement of Additional Information.
continued on next page
Class | |||||||||||||||||||||||
A (1) | B (2) | C (3) | F | P (1)(4) | |||||||||||||||||||
Key features |
Front-end sales charge
You may qualify for reduction or waiver of front-end sales charge Generally lower annual expenses than Class B and Class C Generally higher dividends than Class B and Class C |
No front-end sales charge
CDSC declines over time Converts to Class A after approximately 8 years Generally higher annual expenses than Class A Generally lower dividends than Class A |
No front-end sales charge
CDSC for only 1 year Does not convert to Class A Generally higher annual expenses than Class A Generally lower dividends than Class A |
No front-end sales charge or CDSC
Only offered to eligible Fee-Based Programs |
No front-end sales charge or CDSC
Only offered on a limited basis through certain Financial Intermediaries and Retirement and Benefit Plans |
||||||||||||||||||
Front-end sales charge | Up to 3.25% (5) ; reduced or waived for large purchases and certain investors. No charge for purchases of $1 million (5) or more | None | None | None | None | ||||||||||||||||||
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Class | |||||||||||||||||||||||
A (1) | B (2) | C (3) | F | P (1)(4) | |||||||||||||||||||
CDSC | 1.00% on certain purchases of $1 million (5) or more (see "Sales Charges Class A Share CDSC"); waived under certain circumstances | Up to 5.00% charged when you redeem shares. The charge is reduced over time and there is no CDSC after sixth anniversary; waived under certain circumstances | 1.00% if you redeem before the first anniversary of purchase; waived under certain circumstances | None | None | ||||||||||||||||||
Annual distribution and/or service fees (6) | 0.20% of average daily net assets | 1.00% of average daily net assets | Up to 1.00% (7) of average daily net assets | 0.10% of average daily net assets | 0.45% of average daily net assets | ||||||||||||||||||
Exchange privilege (8)(9) | Class A shares of most Lord Abbett Funds | Class B shares of most Lord Abbett Funds | Class C shares of most Lord Abbett Funds | Class F shares of applicable Lord Abbett Funds | Class P shares of applicable Lord Abbett Funds | ||||||||||||||||||
(1) All Funds
(2) National Tax Free and Intermediate Tax Free Funds only
(3) National Tax Free, Intermediate Tax Free, California Tax Free, and New York Tax Free Funds only
(4) As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs. See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
(5) Effective April 1, 2008: (1) the maximum front-end sales charge applicable to Class A shares of the Intermediate Tax Free Fund will be reduced from 3.25% to 2.25%; (2) no front-end sales charge will apply to purchases of the Intermediate Tax Free Fund of $500,000 or more; and (3) a CDSC of 1.00% will apply to certain purchases of the Intermediate Tax Free Fund of $500,000 or more. See "Sales Charges Class A Share CDSC" for more information.
(6) The 12b-1 plan provides that the maximum payments that may be authorized by the Board for Class A shares are 0.50%; for Class P shares, 0.75%; and for Class B, C and F shares, 1.00%. The Fund may not pay compensation where tracking data is not available for certain accounts or where the Authorized Institution (as defined below) waives part of the compensation. In such cases, the Fund will not require payment of any otherwise applicable CDSC.
(7) The Fund is subject to Class C service and distribution fees at a blended 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.
(8) Ask your Financial Intermediary about the Lord Abbett Funds available for exchange.
(9) Shareholders may be able to transfer shares of one class of the Fund for shares of another class (e.g., Class A to Class F) subject to the eligibility requirements for the other share class and any applicable sales load or CDSC. The transaction will be based on the respective NAV of each class as of the trade date for the exchange. Consequently, the transferring shareholder may receive fewer shares or more shares than originally owned, depending on that day's NAVs. Please contact your Financial Intermediary for additional information on how to move your shares into another share class.
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59
Investment Minimums. Minimum initial and additional investment amounts vary depending on the class of shares you buy and the nature of your investment account. For investors purchasing Class F shares through Fee-Based Programs offered by Financial Intermediaries, the minimums that apply to the plans or programs may apply instead of those shown below.
See "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
Investment Minimums Initial/Additional Investments (1)
Class | |||||||||||||||||||||||
A | B | C | F | P (2) | |||||||||||||||||||
General |
$
1,000
/No
minimum |
$
1,000
/No
minimum |
$
1,000
/No
minimum |
No
minimum |
No
minimum |
||||||||||||||||||
IRAs and Uniform Gifts or
Transfers to Minor Accounts |
$
250
/No
minimum |
$
250
/No
minimum |
$
250
/No
minimum |
N/A | N/A | ||||||||||||||||||
SIMPLE IRAs | No minimum | No minimum | No minimum | N/A | N/A | ||||||||||||||||||
Invest-A- Matic |
$
250
/
$ 50 |
$
250
/
$ 50 |
$
250
/
$ 50 |
N/A |
N/A |
(1) Consult your Financial Intermediary for more information.
(2) As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs. See "Retirement and Benefit Plan Investors" and "Fee-Based Program Investors" for more information.
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SALES CHARGES
Class A Share Front-End Sales Charges. You buy Class A 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 Fund's distributions or dividends you reinvest in additional Class A shares. The table below shows the rate of sales charge you pay, depending on the amount you purchase.
Front-End Sales Charges Class A Shares
Your Investment |
As a % of Offering Price |
As a % of Your Investment |
To Compute
Offering Price Divide NAV by |
Maximum Dealer's
Concession (% of Offering Price) |
|||||||||||||||
Less than $50,000 | 3.25% | 3.36% | .9675 | 2.75% | |||||||||||||||
$50,000 to $99,999 | 2.75% | 2.83% | .9725 | 2.25% | |||||||||||||||
$100,000 to $249,999 | 2.50% | 2.56% | .9750 | 2.00% | |||||||||||||||
$250,000 to $499,999 | 2.00% | 2.04% | .9800 | 1.70% | |||||||||||||||
$500,000 to $999,999 | 1.50% | 1.52% | .9850 | 1.25% | |||||||||||||||
$1,000,000 and over |
No Sales
Charge |
1.0000 | |
See "Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge."
Note: The above percentages may vary for particular investors due to rounding.
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. |
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Effective April 1, 2008, the front-end sales charges applicable to Class A shares of the Intermediate Tax Free Fund will be reduced as follows:
Front-End Sales Charges Class A Shares
(Intermediate Tax Free Fund Only) |
|||||||||||||||||||
Your
Investment |
As a % of
Offering Price |
As a % of
Your Investment |
To Compute
Offering Price Divide NAV by |
Maximum Dealer's
Concession (% of Offering Price) |
|||||||||||||||
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 |
1.0000 | |
See "Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge."
Note: The above percentages may vary for particular investors due to rounding.
Reducing Your Class A Share Front-End Sales Charges. As indicated in the above chart, 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 in other accounts with your Financial Intermediary or with other Financial Intermediaries that may be combined with your current purchases 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 either of the following conditions:
Rights of Accumulation A Purchaser may combine the value at the current public offering price of Class A, B, C, and P shares of any Eligible Fund already 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 F share holdings may not be combined for these purposes.
Letter of Intention A Purchaser may combine purchases of Class A, B, C, and P shares of any Eligible Fund the Purchaser intends to make over a 13-month period in determining the applicable sales charge. Current holdings
YOUR INVESTMENT
62
under Rights of Accumulation may be included in a Letter of Intention. Shares purchased through reinvestment of dividends or distributions are not included. A Letter of Intention may be backdated up to 90 days. Class F share holdings may not be combined for these purposes.
The term "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 above in IRAs, as a sole participant of a Retirement and Benefit Plan sponsored by the individual's 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. A Purchaser may include holdings of Class A, B, C, and P shares of Eligible Funds as described above in accounts with Financial Intermediaries for purposes of calculating the front-end sales charges.
For more information on eligibility for these privileges, read the applicable sections in the Application and the Statement of Additional Information. This information also is available at www.lordabbett.com or by calling Lord Abbett at 888-522-2388 (at no charge).
Class A Share Purchases Without a Front-End Sales Charge. Class A shares may be purchased without a front-end sales charge under any of the following conditions:
purchases of $1 million or more,
Eligible Fund. An "Eligible Fund" is any Lord Abbett-sponsored fund except for (1) certain tax-free, single-state funds where the exchanging shareholder is a resident of a state in which such fund is not offered for sale; (2) Lord Abbett Series Fund, Inc.; (3) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. ("GSMMF") (except for holdings in GSMMF which are attributable to any shares exchanged from the Lord Abbett sponsored funds); and (4) 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 fund's shares. An Eligible Fund also is any Authorized Institution's affiliated money market fund meeting criteria set by Lord Abbett Distributor as to certain omnibus accounts and other criteria. | |||
Authorized Institutions are institutions and persons permitted by law to receive service and/or distribution fees under a Rule 12b-1 plan. Lord Abbett Distributor is an Authorized Institution. |
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63
purchases by Retirement and Benefit Plans with at least 100 eligible employees,
purchases for Retirement and Benefit Plans made through Financial Intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases,
purchases made with dividends and distributions of Class A shares of another Eligible Fund,
purchases representing repayment under the loan feature of the Lord Abbett-sponsored prototype 403(b) plan for Class A shares,
purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor,
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 the Fund and/or Lord Abbett Distributor specifically for such purchases,
purchases by trustees or custodians of any pension or profit sharing plan, or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor,
purchases by each Lord Abbett-sponsored fund's Directors or Trustees, officers of each Lord Abbett-sponsored fund, employees and partners of Lord Abbett (including retired persons who formerly held such positions and family members of such purchasers), or
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 CDSC (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.
See the Statement of Additional Information for a listing of other categories of purchases that qualify for Class A share purchases without a front-end sales charge.
These categories may be subject to a CDSC.
YOUR INVESTMENT
64
CDSC
A CDSC, regardless of class, is not charged on shares acquired through reinvestment of dividends or capital gains 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. In addition, repayment of loans under certain Retirement and Benefit Plans will constitute new sales for purposes of assessing the CDSC.
To minimize the amount of any CDSC, the Fund redeems shares in the following order:
1. shares acquired by reinvestment of dividends and capital gains (always free of a CDSC)
2. shares held for six years or more (Class B), or one year or more after the month of purchase (Class A), or one year or more (Class C)
3. shares held the longest before the sixth anniversary of their purchase (Class B), or before the first anniversary after the month of their purchase (Class A) or before the first anniversary of their purchase (Class C)
Class A Share CDSC.
If you buy Class A shares of the Fund under one of the starred (
) categories listed above or if you acquire Class A shares in exchange for Class A shares of another Lord Abbett-sponsored fund subject to a CDSC and you redeem any of the Class A shares on or before the 12th month after the month in which you initially purchased those shares, a CDSC of 1% normally will be collected.
The Class A share CDSC generally will not be assessed under the following circumstances:
benefit payments under Retirement and Benefit Plans in connection with loans, hardship withdrawals, death, disability, retirement, separation from service, or any excess distribution under Retirement and Benefit Plans (documentation may be required);
redemptions by Retirement and Benefit Plans made through Financial Intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor, provided the plan has not redeemed all, or substantially all, of its assets from the Lord Abbett-sponsored funds;
redemptions by Retirement and Benefit Plans made through Financial Intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor that include the waiver of CDSCs and that were initially entered into prior to December 2002; or
Eligible Mandatory Distributions under 403(b) plans and IRAs.
Benefit Payment Documentation. (Class A CDSC only) Requests for benefit payments of $50,000 or more must be in writing. Use the address indicated under "Purchases." |
Eligible Mandatory Distributions. If Class A, B or C shares represent a part of an individual's total IRA or 403(b) investment, the CDSC will be waived only for that part of a mandatory distribution that bears the same relation to the entire mandatory distribution as the Class A, B or C share investment bears to the total investment. |
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Class B Share CDSC. The CDSC for Class B shares normally applies if you redeem your shares before the sixth anniversary of their initial purchase. The CDSC will be remitted to Lord Abbett Distributor. The CDSC declines the longer you own your shares, according to the following schedule:
CDSC Class B Shares
Anniversary of the day on
which the purchase order was accepted (1) |
CDSC on redemption
(as % of amount subject to charge) |
||||||||||
On | Before | ||||||||||
1 st anniversary | 5.0 | % | |||||||||
1 st anniversary | 2 nd anniversary | 4.0 | % | ||||||||
2 nd anniversary | 3 rd anniversary | 3.0 | % | ||||||||
3 rd anniversary | 4 th anniversary | 3.0 | % | ||||||||
4 th anniversary | 5 th anniversary | 2.0 | % | ||||||||
5 th anniversary | 6 th anniversary | 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 will be May 1 of each succeeding year.
(2) Class B shares will automatically convert to Class A shares after the eighth anniversary of your purchase of Class B shares. Conversions will occur as follows:
Shares issued:
At initial purchase |
Shares issued:
On reinvestment of dividends and distributions |
Shares issued:
Upon exchange from another Lord Abbett Fund |
|||||||||
After the eighth anniversary of your purchase payment | In the same proportion as the number of Class B shares converting is to total Class B shares you own (excluding shares issued as dividends) | After the shares originally acquired would have converted into Class A shares | |||||||||
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Class C Share CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of their purchase. The CDSC will be remitted to Lord Abbett Distributor.
Class B Share CDSC and Class C Share CDSC. The Class B share CDSC and Class C share CDSC generally will not be assessed under the following circumstances:
benefit payments under Retirement and Benefit Plans in connection with loans, hardship withdrawals, death, disability, retirement, separation from service, or any excess contribution or distribution under Retirement and Benefit Plans (documentation may be required)
Eligible Mandatory Distributions under 403(b) plans and individual retirement accounts
death of the shareholder
redemptions of shares in connection with Div-Move and Systematic Withdrawal Plans (up to 12% per year)
See "Automatic Services for Fund Investors" for more information.
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 is concurrently selling his or her holdings in Class B or C shares of the Fund and buying Class A shares of that 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.
Reinvestment Privilege. If you redeem shares of the Fund, you have a one-time right to reinvest some or all of the proceeds in the same class of any Eligible Fund between the 31st and 60th days after redemption without a sales charge. 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.
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RETIREMENT AND BENEFIT PLAN INVESTORS
Eligible Investors: Retirement and Benefit Plans. Retirement and Benefit Plans with plan-level or fund-level omnibus accounts held on the books of the Fund generally may be eligible to invest in Class A, and in certain limited circumstances, Class P shares:
Class A Shares. Eligible Retirement and Benefit Plans may open an account and purchase Class A shares of the Fund by contacting any Financial Intermediary authorized to sell the Fund's shares. Your plan may be eligible for front-end sales charge waivers. See "Sales Charges Class A Share Front-End Sales Charges" for more information.
Class P Shares. As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans with the following exceptions:
m New Retirement and Benefit Plans that are considering selecting Class P shares as a plan option but did not do so by October 1, 2007 may invest in Class P shares if they select Class P shares as a plan option by March 31, 2008, provided that the selection is based on a proposal or recommendation that can be shown to have been presented to the plan on or prior to October 1, 2007.
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 are also 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.
FEE-BASED PROGRAM INVESTORS
Eligible Investors: Fee-Based Programs. Class A and F shares, and in certain limited circumstances, Class P shares, are available for purchases by or on behalf of Financial Intermediaries for clients in certain Fee-Based Programs:
Class A Shares. Investors in Fee-Based Programs may purchase Class A shares by contacting their Financial Intermediaries. You may be eligible for
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front-end sales charge waivers. See "Sales Charges Class A Share Front-End Sales Charges" for more information.
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 investors that are clients of certain registered investment advisers ("RIAs") that have an agreement with Lord Abbett Distributor, if it so deems appropriate.
Class P Shares. As of October 1, 2007, Class P shares are closed to substantially all new Fee-Based Programs, with the exception of the Citigroup/Smith Barney TRAK program. 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.
Additional Information Concerning Class F Shares. Class F shares generally are available in connection with the following:
Transfers Involving Fee-Based Programs of Financial Intermediaries or Accounts Held at RIAs Offering Class F Shares as Investment Options. If an investor moves his or her account from one Fee-Based Program or RIA offering Class F shares of the Lord Abbett Funds to another Fee-Based Program or RIA also offering Class F shares of the Lord Abbett Funds, the investor will be able to continue his investment in Class F shares and make new purchases of Class F shares. However, if an investor moves his or her account to a Fee-Based Program or RIA that does not offer Class F shares of Lord Abbett Funds as investment options, or otherwise holds assets from such an account other than in a Fee-Based Program or with an RIA that offers Class F shares, the investor may continue to hold the existing Class F shares but will not be allowed to make new purchases of Class F shares. If the investor later moves his or her account to another Fee-Based Program that offers Class F shares, the investor will be allowed to make new Class F share purchases. Alternatively, an investor may invest assets formerly invested in Class F shares in Class A, B, or C shares, provided that the investment meets the eligibility requirements for the particular share class and subject to applicable sales charges.
Transfers of Existing Holdings. Sponsors of Fee-Based Programs or RIAs that decide to offer Class F shares may be able to convert Class A or P shares of a Lord Abbett Fund (or any other share class that the Fund may designate)
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to Class F shares of the fund if the Fee-Based Program or the account placed with the RIA satisfies the eligibility requirements for Class F shares. Applicable sales charges, if any, will apply. A Fee-Based Program or an RIA will not be entitled to combine Class F shares with the shares of any other share class of the Lord Abbett Funds for purposes of calculating the applicable sales charges on any Class A share purchases the program or RIA may make. Consult your Financial Intermediary to determine whether Class F shares may be a suitable investment.
OTHER INFORMATION ABOUT RETIREMENT AND BENEFIT PLANS AND FEE-BASED PROGRAMS
Limitations on Fund Availability and Services. Purchase, redemption, and exchange privileges may differ when you are investing through certain Retirement and Benefit Plans or Fee-Based Programs because you may not be able to exchange into a Lord Abbett Fund or other fund that is not offered in your plan or program. Similarly, you may be able to move your retirement plan investment into an IRA account, but you may only make future purchases to the extent that you meet any eligibility requirements for the share class into which you have transferred. Financial Intermediaries may choose to impose qualification requirements for plans that differ from the Fund's share class eligibility standards. In certain cases this could result in the selection of a share class with higher service and distribution-related fees than otherwise would have been charged. The Fund is not responsible for, and has no control over, the decision of any Financial Intermediary to impose such differing requirements. You should discuss purchase, redemption, and exchange options with your Financial Intermediary to determine whether you qualify for a waiver of sales charges on any class of shares offered. If you do qualify, another class of shares may be more appropriate for you. Plan fiduciaries should consider their obligations under ERISA in determining which class is an appropriate investment for plan participants. You should be aware that your investment professional may receive different compensation depending upon the class in which you invest. Please consult with your Financial Intermediary for more information about available share classes.
Purchases, Redemptions, and Exchanges. Participants in Retirement and Benefit Plans must contact their sponsor, plan service provider, or Financial Intermediary to purchase, redeem or exchange shares, or to request detailed information about eligibility to purchase shares and the portability of such shares. Typically, no minimum investment is required for Fee-Based Programs investing in Class F shares. Financial Intermediaries may establish requirements as to the purchase, redemption, or exchange of shares of the Fund, including maximum and minimum initial investment requirements, that are different from
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those described in this Prospectus and the Fund's Statement of Additional Information. Financial Intermediaries may choose to impose share class parameters different from those set forth in this Prospectus and the Fund's Statement of Additional Information. Additionally, investor services may only be available to plan participants through a plan service provider, plans may require separate applications, and plans' policies and procedures may be different from those described in this Prospectus. The Fund is not responsible for, and has no control over, the decision of any Financial Intermediary to impose such differing requirements. Eligible qualified Retirement and Benefit Plans or Fee-Based Programs can exchange their Class A, F or P shares for Eligible Funds, in keeping with the limitations described above. Be sure to read the current prospectus for any fund into which you are exchanging. Please see the Statement of Additional Information for details and limitations on moving investments in certain share classes to different share classes, and on moving investments held in certain accounts to different accounts.
Additional Services. Financial Intermediaries may provide some of the shareholder servicing and account maintenance services required by Retirement and Benefit Plan accounts and their plan participants, including transfers of registration, dividend payee changes, and generation of confirmation statements, and may arrange for plan service providers to provide other investment or administrative services. Financial Intermediaries may charge Retirement and Benefit Plans and plan participants transaction fees and/or other additional amounts for such services. Similarly, Retirement and Benefit Plans may charge plan participants for certain expenses. These fees and additional amounts are in addition to those imposed by the Fund and its affiliates, and could reduce your investment return in Fund shares. For questions about such accounts, contact your employee benefits office, plan service provider, or other Financial Intermediary that provides recordkeeping and shareholder services for your account.
Other Considerations. With respect to Class A, F, and P shares held through certain Retirement and Benefit Plans and Fee-Based Programs, Lord Abbett and its affiliates 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. If your plan service provider provides these services, Lord Abbett or the Fund may compensate it for these services. In addition, your Financial Intermediary may have other relationships with Lord Abbett or its affiliates that are not related to the Fund. See "Financial Intermediary Compensation Payments for Recordkeeping, Networking, and Other Services" for more information.
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FINANCIAL INTERMEDIARY COMPENSATION
As part of a plan for distributing shares, the Fund and Lord Abbett Distributor pay sales and service compensation to Authorized Institutions that sell the Fund's shares and service its shareholder accounts.
Additionally, your broker-dealer or agent may charge you a fee to effect transactions in Fund shares.
As shown in the table "Fees and Expenses" above, sales compensation originates from sales charges, which are paid directly by shareholders, and 12b-1 distribution fees, which are paid by the Fund out of its assets. Service compensation originates from 12b-1 service fees. Because 12b-1 fees are paid on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges. The fees are accrued daily at annual rates based upon average daily net assets as follows:
Class | |||||||||||||||||||||||
Fee* | A | B | C (1) | F | P | ||||||||||||||||||
Service | 0.15 | % | 0.25 | % | 0.25 | % | | 0.20 | % | ||||||||||||||
Distribution | 0.05 | % | 0.75 | % | 0.75 | % | 0.10 | % | 0.25 | % |
* The Fund may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating NASD sales charge limitations.
(1) The Fund is subject to Class C service and distribution fees at a blended 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.
Lord Abbett may pay 12b-1 fees to Financial Intermediaries or use the fees for other distribution purposes, including revenue sharing.
Sales Activities. The Fund may use 12b-1 distribution fees to pay Authorized Institutions to finance any activity that is primarily 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 are primarily 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 other than existing shareholders, preparation and
12b-1 fees are payable regardless of expenses. The amounts paid by the Fund need not be directly related to expenses. If Lord Abbett Distributor's actual expenses exceed the fee paid to it, the Fund will not have to pay more than that fee. If Lord Abbett Distributor's expenses are less than the fee it receives, Lord Abbett Distributor will keep the excess amount of the fee. |
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distribution of advertising and sales material, expenses of organizing and conducting sales seminars, additional payments to Authorized Institutions, maintenance of shareholder accounts, the cost necessary to provide distribution-related services or personnel, travel, office expenses, equipment and other allocable overhead.
Service Activities. Lord Abbett may pay 12b-1 service fees to Authorized Institutions for any activity that is primarily intended to result in personal service and/or the maintenance of shareholder accounts or certain Retirement and Benefit Plans. 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 Share Purchases With a Front-End Sales Charge. See "Sales Charges Class A 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) according to the Schedule set forth below under the following circumstances:
purchases of $1 million or more;
purchases by certain Retirement and Benefit Plans with at least 100 eligible employees; or
purchases for certain Retirement and Benefit Plans made through Financial Intermediaries that perform participant recordkeeping or other administrative services for the plans in connection with multiple fund family recordkeeping platforms and have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases ("Alliance Arrangements").
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 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 shares investment. Concessions may not be paid with respect to Alliance Arrangements unless Lord Abbett Distributor can monitor the applicability of the CDSC. In addition, if a Financial Intermediary decides to waive receipt of the concession, any CDSC that might otherwise have applied to any such purchase will be waived. Any waiver must be authorized by the Financial Intermediary firm and the registered representative.
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Financial Intermediaries should contact Lord Abbett Distributor for more complete information on the commission structure.
Dealer Concession Schedule Class A Shares
(for Certain Purchases Without a Front-End Sales Charge)
The dealer concession received is based on the amount of the Class A share investment as follows:
Class A Investments | Front-End Sales Charge* | Dealer's Concession | |||||||||
$1 million** to $4,999,999 | None | 1.00% | |||||||||
Next $5 million above that | None | 0.55% | |||||||||
Next $40 million above that | None | 0.50% | |||||||||
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 on or before the 12th month after the month in which the shares were initially purchased. For Alliance Arrangements involving Financial Intermediaries offering multiple fund families to Retirement and Benefit Plans, the CDSC normally will be collected only when a plan effects a complete redemption of all or substantially all shares of all Lord Abbett-sponsored funds in which the plan is invested.
** Effective April 1, 2008, this amount will be reduced to $500,000 with respect to the Intermediate Tax Free Fund only.
Class B Shares. Lord Abbett Distributor may pay Financial Intermediaries selling Class B shares a commission of 4.00% of the purchase price of the Class B shares they sell and Lord Abbett Distributor will retain any applicable CDSC. Financial Intermediaries also receive an annual distribution/service fee of up to 0.25% of the average daily net assets represented by the Class B shares serviced by them.
Class C Shares. Lord Abbett Distributor may pay Financial Intermediaries selling Class C shares a commission of up to 1.00% of the purchase price of the Class C shares they sell and Lord Abbett Distributor will retain any applicable CDSC and an annual distribution/service fee of up to 1.00% of the average daily net assets represented by the Class C shares serviced by these Financial Intermediaries until the thirteenth month after purchase. Starting in the thirteenth month after purchase, these Financial Intermediaries will then receive an annual distribution/service fee of up to 0.75% of the average daily net assets represented by the Class C shares serviced by them.
Class F and P Shares. Class F and P shares are purchased at NAV with no front-end sales charge and no CDSC when redeemed. See "Retirement and Benefit Plan Investors," "Fee-Based Program Investors," and "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
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Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. In addition to the various sales commissions, concessions and 12b-1 fees described above, Lord Abbett, Lord Abbett Distributor and the Fund may make other payments to dealers and other firms authorized to accept orders for Fund shares (collectively, "Dealers").
Lord Abbett or Lord Abbett Distributor makes payments to Dealers in its sole discretion, at its own expense and out of its own resources (including revenues from advisory fees and 12b-1 fees) and without additional cost to the Fund or the Fund's shareholders. This compensation from Lord Abbett is not reflected in the fees and expenses listed above in the Fee Table section of this Prospectus. The payments may be for:
marketing and/or distribution support for Dealers;
the Dealers' and their investment professionals' shareholder servicing efforts;
training and education activities for the Dealers, their investment professionals and/or their clients or potential clients;
certain information regarding Dealers and their investment professionals;
sponsoring or otherwise bearing, in part or in whole, the costs for other meetings of Dealers' investment professionals and/or their clients or potential clients;
the purchase of products or services from the Dealers, such as investment research, software tools or data for investment analysis purposes; and/or
certain Dealers' costs associated with orders relating to Fund shares ("ticket charges").
Some of these payments are sometimes called "revenue sharing" payments. Most of these payments are intended to reimburse Dealers directly or indirectly for the costs they or their investment professionals incur in connection with educational seminars and training efforts about the Lord Abbett Funds to enable the Dealers and their investment professionals to make recommendations and provide services that are suitable and useful in meeting shareholder needs, as well as to maintain the necessary infrastructure to make the Lord Abbett Funds available to shareholders. The costs and expenses related to these efforts may include travel, lodging, entertainment and meals, among other things. In addition, Lord Abbett Distributor may, for specified periods of time, decide to forgo the portion of front-end sales charges to which it normally is entitled and allow Dealers to retain the full sales charge for sales of Fund shares. In some instances, these temporary
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arrangements will be offered only to certain Dealers expected to sell significant amounts of Fund shares.
Lord Abbett or Lord Abbett Distributor may benefit from revenue sharing if the Dealer features the Fund in its sales system (such as by placing the Fund on its preferred fund list or giving access on a preferential basis to members of the Financial Intermediary's sales force or management). In addition, Lord Abbett Distributor may agree to participate in the Dealer's marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which Lord Abbett personnel may make presentations on the Fund to the intermediary's sales force). To the extent the Dealers sell more shares of the Fund or retain shares of the Fund in their clients' accounts, Lord Abbett receives greater management and other fees due to the increase in the Fund's assets. Although a Dealer may request additional compensation from Lord Abbett to offset costs incurred by the Dealer servicing its clients, the Dealer may earn a profit on these payments, if the amount of the payment exceeds the Dealer's costs.
Lord Abbett or Lord Abbett Distributor, in its sole discretion, determines the amounts of payments to Dealers, with the exception of purchases of products or services and certain expense reimbursements. Lord Abbett and Lord Abbett Distributor consider many factors in determining the basis or amount of any additional payments to Dealers. These factors include the Dealer's sales, assets and redemption rates relating to Lord Abbett Funds, penetration of Lord Abbett Fund sales among investment professionals within the Dealer, and the potential to expand Lord Abbett's relationship with the Dealer. Lord Abbett and Lord Abbett Distributor also may take into account other business relationships Lord Abbett has with a Dealer, including other Lord Abbett financial products or advisory services sold by or provided to a Dealer or one or more of its affiliates. Based on its analysis of these factors, Lord Abbett groups Dealers into tiers, each of which is associated with a particular maximum amount of revenue sharing payments expressed as a percentage of assets of the Lord Abbett Funds attributable to that particular Dealer. The payments presently range from 0.02% to 0.1% of Lord Abbett Fund assets attributable to the Dealer and/or its investment professionals. For certain relationships entered into before February 1, 2006 with Dealers selling the Lord Abbett Funds in connection with variable insurance products, Lord Abbett or Lord Abbett Distributor may make payments up to 0.15% of the related Lord Abbett Funds' assets and/or sales. These maximum payment limitations may not be inclusive of payments for certain items, such as training and education activities, other meetings, and the purchase of certain products and services from the Dealers. The Dealers within a particular tier may receive different amounts of revenue sharing or may not receive any. Lord Abbett or Lord Abbett Distributor may choose not to make payments in relation to certain of the Lord Abbett Funds
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or certain classes of shares of any given Fund. In addition, Lord Abbett's formula for calculating revenue sharing payments may be different from the formulas that the Dealers use. Please refer to the Fund's Statement of Additional Information for additional information relating to revenue sharing payments.
Neither Lord Abbett nor Lord Abbett Distributor makes payments directly to a Dealer's investment professionals, but rather they are made solely to the Dealer itself (with the exception of expense reimbursements related to the attendance of a Dealer's investment professionals at training and education meetings and at other meetings involving the Lord Abbett Funds). The Dealers receiving additional payments include those that may recommend that their clients consider or select the Fund or other Lord Abbett Funds for investment purposes, including those that may include one or more of the Lord Abbett Funds on a "preferred" or "recommended" list of mutual funds. In some circumstances, the payments may create an incentive for a Dealer or its investment professionals to recommend or sell shares of Lord Abbett Funds to a client over shares of other funds. For more specific information about any additional payments, including revenue sharing, made to your Dealer, please contact your investment professional.
The Fund's portfolio transactions are not used to compensate Dealers that sell shares of the Lord Abbett Funds. Lord Abbett places the Fund's portfolio transactions with broker-dealers based on their ability to provide the best net results from the transaction to the Fund. If Lord Abbett determines that a Dealer can provide the Fund with the best net results, Lord Abbett may place the Fund's portfolio transactions with the Dealer even though it sells or has sold shares of the Fund. In no event, however, does or will Lord Abbett give any consideration to a Dealer's sales in deciding which Dealer to choose to execute the Fund's portfolio transactions. Lord Abbett maintains policies and procedures designed to ensure that it places portfolio transactions based on the Fund's receipt of the best net results only. These policies and procedures also permit Lord Abbett to give consideration to proprietary investment research a Dealer may provide to Lord Abbett.
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 intermediary provides these services, Lord Abbett or the Fund may compensate the intermediary for these services. In addition, your
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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 in order to assist the Lord Abbett Funds in their compliance with state securities laws. The fees Lord Abbett Funds pay are designed to compensate Financial Intermediaries for such services.
The Lord Abbett Funds may also pay fees to broker-dealers for networking services. Networking services may include but are not limited to:
establishing and maintaining individual accounts and records;
providing client account statements; and
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 would otherwise 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 the discussion above and in the Fund's Statement of Additional Information. 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.
PURCHASES
Retirement and Benefit Plan Investors. You must place all orders to purchase Fund shares through the Financial Intermediary administering your Retirement and Benefit Plan. For more information on how to purchase Fund shares or for the limitations on the amount that may be purchased, please consult your
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Financial Intermediary. See "Retirement and Benefit Plan Investors" and "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
Fee-Based Program Investors. You must place all orders to purchase Fund shares through the Financial Intermediary offering your Fee-Based Program. For more information on how to purchase Fund shares or for the limitations on the amount that may be purchased, please consult your Financial Intermediary. See "Fee-Based Program Investors" and "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
All Other Investors. Initial purchases of Class A, B, and C shares may be made through any Financial Intermediary that has a sales agreement with Lord Abbett Distributor, or you can fill out the Application and send it to the Fund at the address stated below. Contact your Financial Intermediary for initial purchases of Class F or P shares. See "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information. You should note that your purchases and other transactions may be subject to review and verification on an ongoing basis. Please carefully read the paragraph below titled "Proper Form" before placing your order to ensure that your order will be accepted.
[Name of Fund]
P.O. Box 219336
Kansas City, MO 64121
Proper Form. An initial purchase order submitted directly to the Fund must contain: (1) a completed application with all applicable requested information; and (2) payment by check. When purchases are made by check, redemption proceeds will not be paid until the Fund or transfer agent is advised that the check has cleared, which may take up to 15 calendar days. For more information, please call the Fund at 888-522-2388.
See "Procedures Required by the USA PATRIOT Act" for more information.
EXCHANGES
Retirement and Benefit Plan Investors. You may be able to exchange shares of a class of the Fund for shares of the same class of an Eligible Fund, subject to restrictions and procedures contained in your Retirement and Benefit Plan. You must place all orders to exchange Fund shares through the Financial Intermediary administering your Retirement and Benefit Plan. For more information on how to exchange Fund shares or on the limitations applicable to exchanges, please consult your Financial Intermediary. See "Retirement and Benefit Plan Investors" and
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"Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
Fee-Based Program Investors. You may be able to exchange shares of a class of the Fund for shares of the same class of an Eligible Fund, subject to restrictions and procedures contained in your Fee-Based Program. You must place all orders to exchange Fund shares through the Financial Intermediary offering your Fee-Based Program. For more information on how to exchange Fund shares or on the limitations applicable to exchanges, please consult your Financial Intermediary. See "Fee-Based Program Investors" and "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
All Other Investors. You or your investment professional may instruct the Fund to exchange shares of any class for shares of the same class of any Eligible Fund. Instructions may be provided in writing or by telephone, with proper identification, by calling 888-522-2388. The Fund must receive instructions for the exchange before the close of the New York Stock Exchange, Inc. ("NYSE") on the day of your call or online request to get the NAV per share of the Eligible Fund determined on that day. Exchanges will be treated as a sale for federal tax purposes and may create a taxable situation for you. See "Distributions and Taxes" for more information. Be sure to read the current prospectus for any fund into which you are exchanging. Please see the Fund's Statement of Additional Information for details and limitations on moving investments in certain share classes to different share classes, and on moving investments held in certain accounts to different accounts. You should also consult your Financial Intermediary if you have any questions.
REDEMPTIONS
Retirement and Benefit Plan Investors. You may redeem Fund shares subject to restrictions and procedures established by your Retirement and Benefit Plan. You must place all orders to redeem Fund shares through the Financial Intermediary administering your Retirement and Benefit Plan. For more information on how to redeem Fund shares or for the limitations on redemptions, please consult your Financial Intermediary. See "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
Fee-Based Program Investors. You may redeem Fund shares subject to restrictions and procedures established by your Fee-Based Program. You must
Exchange Limitations. As described under "Choosing a Share Class," we reserve the right to modify, restrict, or reject any exchange request if the Fund or Lord Abbett Distributor determines it is in the best interest of the Fund and its shareholders. The Fund also may revoke the privilege for all shareholders upon 60 days' written notice. |
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place all orders to redeem Fund shares through the Financial Intermediary offering your Fee-Based Program. For more information on how to redeem Fund shares or for the limitations on redemptions, please consult your Financial Intermediary. See "Other Information About Retirement and Benefit Plans and Fee-Based Programs" for more information.
All Other Investors. Redemptions of Fund shares are executed at the NAV next determined after the Fund receives your order in proper form. In the case of redemptions involving Retirement and Benefit Plans, you may be required to provide the Fund with one or more completed forms before your order will be executed. Contact your Financial Intermediary for redemptions involving Class F or P shares. For more information, please call 888-522-2388. To determine if a CDSC applies to a redemption, see "Class A Share CDSC," "Class B Share CDSC," "Class C Share CDSC," and "Class B Share CDSC and Class C Share CDSC."
By Broker. Call your investment professional for instructions on how to redeem your shares.
By Telephone. To obtain the proceeds of a redemption of less than $50,000 from your account, you or your representative should call the Fund at 888-522-2388.
Online. If you have direct account access privileges, you may submit a redemption request online by logging onto www.lordabbett.com and entering your account information and personal identification data.
By Mail. Submit a written redemption request indicating the name(s) in which the account is registered, the Fund's name, the class of shares, your account number, and the dollar value or number of shares you wish to redeem and include all necessary signatures.
Through a Financial Intermediary. Your Financial Intermediary may process a redemption on your behalf. Your Financial Intermediary will be responsible for furnishing all necessary documents to Lord Abbett and may charge you for this service.
If you have direct account access privileges, redemption proceeds may be paid by electronic transfer via an automated clearing house deposit to your bank account on record with the Fund; otherwise, normally a check will be mailed to the name(s) and address in which the account is registered (or otherwise according to your instruction) within three business days after receipt of your redemption request. Your account balance must be sufficient to cover the amount being
Small Accounts. The Board may authorize closing any account in which there are fewer than 25 shares if it is in the Fund's best interest to do so. |
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redeemed or your redemption order will not be processed. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for more than seven days, as permitted by federal securities laws.
If the signer has any legal capacity (i.e., the authority of an individual to act on behalf of an entity or other person(s)), the signature and capacity must be guaranteed by an Eligible Guarantor . Certain other legal documentation may be required. For more information regarding proper documentation, please call 888-522-2388.
A Guaranteed Signature is designed to protect you from fraud by verifying your signature. We require a Guaranteed Signature by an Eligible Guarantor on requests for:
a redemption check for which you have the legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate or on behalf of a corporation);
a redemption check payable to anyone other than the shareholder(s) of record;
a redemption check to be mailed to an address other than the address of record;
a redemption check payable to a bank other than the bank we have on file; or
a redemption for $50,000 or more.
Redemptions in Kind. The Fund has the right to pay redemption proceeds to you in whole or in part by a distribution of securities from the Fund's portfolio. It is not expected that the Fund would do so except in unusual circumstances. If the Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash.
Eligible Guarantor is any broker or bank that is usually a member of the medallion stamp program. Most major securities firms and banks are members of this program. A notary public is not an eligible guarantor. | |||
Guaranteed Signature. An acceptable form of guarantee would be as follows: | |||
In the case of an estate - | |||
Robert A. Doe
Executor of the Estate of John W. Doe |
|||
[Date] | |||
|
|||
In the case of a corporation - ABC Corporation | |||
Mary B. Doe | |||
By Mary B. Doe, President
[Date] |
|||
|
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DISTRIBUTIONS AND TAXES
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. For distributions payable on accounts other than those held in the name of your dealer, if you instruct the Fund to pay your distributions in cash, and the Post Office is unable to deliver one or more of your checks or one or more of your checks remains uncashed for a certain period, the Fund reserves the right to reinvest your checks in your account at the NAV on the day of the reinvestment following such period. In addition, the Fund reserves the right to reinvest all subsequent distributions in additional Fund shares in your account. No interest will accrue on checks while they remain uncashed before they are reinvested or on amounts represented by uncashed redemption checks. 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 Fund's 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. Further, a portion of the exempt-interest dividends you receive may be subject to federal individual or corporate alternative minimum tax ("AMT"). Each Fund may invest up to 20% of its net assets in private activity bonds (sometimes called "AMT paper"). The income from these bonds is an item of tax preference when determining your federal individual or corporate AMT, which may cause the income to be taxable.
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.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits.
Any sale, redemption or exchange of Fund shares may be taxable.
If you buy shares when a Fund has realized but not yet either declared or distributed 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 potentially taxable distribution.
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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. The Supreme Court is currently reviewing a Kentucky Court of Appeals decision involving state taxation of income derived from out-of-state municipal obligations that, if upheld, could adversely affect the value of some of the municipal bonds held by the Funds, including the National Tax Free Fund. See the discussion below for further information.
You must provide your Social Security number or other taxpayer identification number to a Fund along with certifications required by the Internal Revenue Service when you open an account. If you do not or it is otherwise legally required to do so, the Fund will withhold 28% "backup withholding" tax from your distributions, sale proceeds, and any other payments to you.
Certain tax reporting information concerning the tax treatment of Fund distributions, including the source of dividends and distributions of capital gains by a Fund, will be mailed to shareholders each year. Because everyone's tax situation is unique, you should consult your tax adviser regarding the treatment of such 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, redemption, or exchange of your shares.
SINGLE-STATE TAXABILITY OF DISTRIBUTIONS
For All 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 will be exempt from individual 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.
The state tax advantage of owning interests in a single state municipal bond fund may be adversely affected if the Supreme Court upholds a Kentucky Court of Appeals decision that is currently under review. The Supreme Court heard oral arguments on the case on November 5, 2007. In its decision, the Kentucky court concluded that a Kentucky statute violated the interstate commerce clause of the federal constitution by allowing Kentucky to exempt interest derived by Kentucky residents from Kentucky state and local obligations while taxing Kentucky residents on interest derived from municipal obligations of other state and local jurisdictions. It is not possible to predict what the Supreme Court will decide, but if the lower court's decision were to be upheld, such a ruling would impact other states with
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similar statutes because the case arises under the federal constitution. In such a case, Kentucky and other states with similar statutes would be required to treat income derived from all in-state and out-of-state bonds equally by either exempting income derived from all out-of-state bonds from a state's income tax or taxing income derived from all municipal bonds. Depending upon the relative yields of each particular state's municipal bonds, this might adversely affect single state municipal bond funds by potentially reducing the benefit of investing in a particular state's municipal bonds.
Special rules, described below, may also apply. Even if exempt from individual income tax, exempt-interest dividends may be subject to a state's 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 includible in income for both state individual and corporate tax purposes. Furthermore, a portion of the Fund's distributions, including exempt-interest dividends, may be subject to state individual 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 each respective state.
California Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from California individual income taxes. All exempt-interest dividends from the Fund are included in the income of corporate shareholders that are subject to the California franchise tax.
Connecticut Tax Free Fund The Fund generally seeks to earn income and pay dividends that will be exempt from Connecticut individual income taxes. All exempt-interest dividends from the Fund are included in the income of corporate shareholders that are subject to the Connecticut corporation business tax.
Georgia Tax Free Trust The Fund seeks to earn income and pay dividends that will be exempt from Georgia individual and corporate income taxes.
Hawaii Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from Hawaii individual and corporate income taxes.
Missouri Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from Missouri individual and corporate income taxes.
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New Jersey Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from New Jersey personal income taxes. All exempt-interest dividends from the Fund are included in income of corporate shareholders that are subject to 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, individual income taxes. All exempt-interest dividends from the Fund are included in the income of corporate shareholders that are subject to the New York State corporation franchise tax, as well as New York City general corporation tax.
Pennsylvania Tax Free Trust The Fund seeks to earn income and pay dividends that will be exempt from Pennsylvania individual and corporate income taxes. Pennsylvania county personal property tax may be imposed on shares of the Pennsylvania Tax Free Trust if, on the annual assessment date, the Fund holds certain assets other than exempt securities in which the Fund may invest. In such circumstances, a portion of the value of the Fund's shares would be subject to personal property tax.
NATIONAL TAX FREE AND INTERMEDIATE TAX FREE FUNDS
Shareholders generally will not be able to exclude exempt-interest dividends paid by the National Tax Free and Intermediate Tax Free Funds from their state taxable income. However, shareholders who are residents of a state that does not impose minimum investment requirements in order for exempt dividends from a Fund to be excludible 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 excludible 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 excludible when determining your taxable income. In addition, the portion of the National Tax Free and Intermediate Tax Free Funds' dividends attributable to private activity bonds will be a tax preference item for federal, and possibly 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.
AUTOMATIC SERVICES FOR FUND INVESTORS
Retirement and Benefit Plan and Fee-Based Program Investors. You should consult your Financial Intermediary about automatic services that may be offered through your Retirement and Benefit Plan or Fee-Based Program.
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All Other Investors. Buying or selling shares automatically is easy 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.
For investing
Invest-A-Matic*
(Dollar-cost averaging)
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.
Div-Move*
You may automatically reinvest the dividends and distributions from your account into another account in any Eligible Fund ($50 minimum).
* 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.
For selling shares
Systematic Withdrawal Plan
("SWP")
You can make regular withdrawals from most Lord Abbett-sponsored funds. Automatic cash withdrawals will be paid to you from your account in fixed or variable amounts. To establish an 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, except in the case of an SWP established for certain Retirement and Benefit Plans, for which there is no minimum. Your shares must be in non-certificate form.
Class B and C Shares
The CDSC will be waived on redemptions of up to 12% of the current NAV 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 an SWP for Class B and C shares will be redeemed in the order described under "CDSC" under "Sales Charges."
OTHER SERVICES FOR FUND INVESTORS
Retirement and Benefit Plan and Fee-Based Program Investors. You should consult your Financial Intermediary about other services that may be offered through your Retirement and Benefit Plan or Fee-Based Program.
All Other Investors. The following additional services are offered to individual investors as well as investors not qualifying for another investment category.
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Telephone and Online Purchases and Redemptions. Shareholders, other than shareholders who hold their shares in an account maintained by a broker-dealer, may have direct account access privileges with the Fund, which allows shareholders to purchase or redeem shares by telephone or online. For new accounts, you may obtain direct account access privileges by completing the Account Application (including providing your bank information) and indicating that you wish telephone or online trading privileges. For existing accounts, you may obtain telephone or online trading privileges by submitting an Application for ACH Electronic Funds Transfer. Transactions by telephone or online may be difficult to submit during times of drastic economic or market changes or during other times where communications may be difficult. When initiating a transaction by telephone or online, shareholders should be aware of the following considerations:
Security. The Fund and its service providers employ verification and security measures for your protection. 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.
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.
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 transaction submitted once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction.
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.
Telephone and Online Transactions. For your security, telephone and online transactions requests are recorded. We will take measures to verify the identity of the person calling or submitting a request online, such as asking for your name, account number, personal identification number and other relevant information.The Fund will not be liable for following instructions communicated by telephone or online that it reasonably believes to be genuine. |
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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 processing the insufficient funds transaction. The Fund reserves the right to liquidate all or a portion of your account to cover such losses, fees and expenses.
Account Statements. Every investor automatically receives quarterly account statements.
Systematic Exchange. You or your investment professional can establish a schedule of exchanges between the same classes of any Eligible Fund.
OTHER INFORMATION FOR FUND INVESTORS
Excessive Trading and Market Timing. The Fund is designed for long-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 meet the redemption demands resulting from such frequent trading. Each of these, in turn, could increase tax, administrative, and other costs, and reduce the Fund's 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 shareholder's ability to engage successfully in 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 "Other Information for Fund Investors Pricing of Fund Shares."
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The Fund's 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 Fund's 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. Under the frequent trading policy, any Lord Abbett Fund shareholder redeeming Fund shares valued at $5,000 or more (other than shares of Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund) from an account will be prohibited from investing in the Fund in the account for 30 calendar days after the redemption (the "Policy"). The Policy applies to all redemptions and purchases for an account that are part of an exchange transaction or transfer of assets, but does not apply to the following types of transactions unless the Distributor determines in its sole discretion that the transaction may be harmful to the Fund: (1) systematic purchases and redemptions, such as purchases made through reinvestment of dividends or other distributions, or certain automatic or systematic investment, exchange or withdrawal plans (such as payroll deduction plans, and the Fund's Invest-A-Matic and Systematic Withdrawal Plans); (2) Retirement and Benefit Plan payroll and/or employer contributions, loans and distributions; (3) purchases or redemptions by a "fund-of-funds" or similar investment vehicle that the Distributor in its sole discretion has determined is not designed to and/or is not serving as a vehicle for frequent trading; (4) purchases by an account that is part of a Fee-Based Program or mutual fund separate account program; and (5) purchases involving certain transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; provided that the Financial Intermediary maintaining the account is able to identify the transaction in its records as one of these transactions.
In addition to the Policy, 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 inconsistent with the Policy. If, based on these monitoring procedures, we believe that an investor is engaging in, or has engaged
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in, frequent trading that may be harmful to the Fund, normally, we will notify the investor (and/or the investor's financial advisor) 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 Fund's shares in the investor's account and inform the investor (and/or the investor's financial advisor) to cease all such activity in the account. The investor then has the option of maintaining any existing investment in the Fund, exchanging Fund shares for shares of Lord Abbett U.S. Government & Government Sponsored Enterprises 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 investor's financial advisor) 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.
We recognize that Financial Intermediaries that maintain accounts in omnibus recordkeeping environments or in nominee name may not be able reasonably to apply the Policy due to systems limitations or other reasons. In these instances, the 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. The Distributor also will seek the Financial Intermediary's agreement to cooperate with the Distributor's efforts to (1) monitor the Financial Intermediary's adherence to its policies and procedures and/or receive an amount and level of information regarding trading activity that the Distributor in its sole discretion deems adequate, and (2) stop any trading activity the Distributor identifies as frequent trading. Nevertheless, these circumstances may result in a Financial Intermediary's application of policies and procedures that are less effective at detecting and preventing frequent trading than the policies and procedures adopted by the 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 Fund's shares may be held by Financial Intermediaries through omnibus accounts or in nominee name.
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With respect to monitoring of accounts maintained by a Financial Intermediary, to our knowledge, in an omnibus environment or in nominee name, the 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 the Distributor with additional transaction information so that the Distributor may determine if any investors appear to have engaged in frequent trading activity. The Distributor's monitoring activity normally is limited to review of historic account activity. This may result in procedures that may be less effective at detecting and preventing frequent trading than the procedures the 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 the 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 may also 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 the 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 the 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 the 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
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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 of birth, Social Security number or similar number, and other information that will allow us to identify you. We will ask for similar information in the case of persons who will be signing on behalf of a legal entity 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 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 accompanied by cash, cashier's checks, money orders, bank drafts, traveler's checks, and third party or double-endorsed checks, among others.
Pricing of Fund Shares. NAV per share for each class of the Fund's shares is calculated, under normal circumstances, each business day at the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time. Purchases and sales of the Fund's shares are executed at the NAV next determined after the Fund receives your order in proper form. Assuming they are in proper form, purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that day's NAV; orders placed after the close of trading on the NYSE will receive the next day's NAV.
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 reflect broker/dealer-supplied valuations and electronic data processing techniques, and reflect the mean between the bid and asked prices. Securities having remaining maturities of 60 days or less are valued at their amortized cost.
Securities for which prices or market quotations are not available, do not accurately reflect fair value in Lord Abbett's opinion, or have been materially affected by events occurring after the close of the market on which the security is principally traded are valued under fair value procedures approved by the Fund's 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 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
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markets and their performance, and current valuations of foreign or U.S. indices. The Fund's 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.
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FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS
These tables describe each Fund's performance for the fiscal periods indicated. "Total Return" shows how much your investment in each Fund would have increased (or decreased) during each period, 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 Independent Registered Public Accounting Firm thereon appear in the 2007 Annual Report to Shareholders and are incorporated by reference in the Statement of Additional Information, which is available upon request. Certain information reflects financial results for a single Fund share.
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NATIONAL TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.52 | $ | 11.55 | $ | 11.49 | $ | 11.50 | $ | 11.73 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .49 | .46 | .47 | .47 | .50 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.40 | ) | (.02 | ) | .05 | (.01 | ) | (.22 | ) | ||||||||||||||
Total from investment operations | .09 | .44 | .52 | .46 | .28 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.49 | ) | (.47 | ) | (.46 | ) | (.47 | ) | (.51 | ) | |||||||||||||
Net asset value, end of year | $ | 11.12 | $ | 11.52 | $ | 11.55 | $ | 11.49 | $ | 11.50 | |||||||||||||
Total Return (b) | .79 | % | 3.94 | % (d) | 4.53 | % | 4.10 | % | 2.48 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.18 | % | 1.20 | % | 1.13 | % | 1.06 | % | 1.05 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.77 | % | .92 | % | .93 | % | .96 | % | .98 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.27 | % | 1.20 | % | 1.14 | % | 1.10 | % | 1.05 | % | |||||||||||||
Net investment income | 4.34 | % | 4.04 | % | 4.03 | % | 4.07 | % | 4.33 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 525,513 | $ | 499,778 | $ | 497,310 | $ | 500,519 | $ | 515,694 | |||||||||||||
Portfolio turnover rate | 49.43 | % | 72.24 | % | 118.31 | % | 168.36 | % | 198.28 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
96
NATIONAL TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class B Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.56 | $ | 11.58 | $ | 11.52 | $ | 11.53 | $ | 11.76 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .41 | .39 | .39 | .39 | .42 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.40 | ) | (.02 | ) | .05 | (.01 | ) | (.21 | ) | ||||||||||||||
Total from investment operations | .01 | .37 | .44 | .38 | .21 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.41 | ) | (.39 | ) | (.38 | ) | (.39 | ) | (.44 | ) | |||||||||||||
Net asset value, end of year | $ | 11.16 | $ | 11.56 | $ | 11.58 | $ | 11.52 | $ | 11.53 | |||||||||||||
Total Return (b) | .08 | % | 3.32 | % (d) | 3.83 | % | 3.40 | % | 1.86 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.90 | % | 1.86 | % | 1.78 | % | 1.71 | % | 1.70 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
1.49 | % | 1.58 | % | 1.58 | % | 1.61 | % | 1.63 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.99 | % | 1.86 | % | 1.79 | % | 1.75 | % | 1.70 | % | |||||||||||||
Net investment income | 3.61 | % | 3.39 | % | 3.38 | % | 3.42 | % | 3.68 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 23,502 | $ | 27,871 | $ | 31,209 | $ | 34,263 | $ | 39,122 | |||||||||||||
Portfolio turnover rate | 49.43 | % | 72.24 | % | 118.31 | % | 168.36 | % | 198.28 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
97
NATIONAL TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class C Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.54 | $ | 11.57 | $ | 11.50 | $ | 11.52 | $ | 11.76 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .42 | .39 | .39 | .39 | .42 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.39 | ) | (.02 | ) | .06 | (.02 | ) | (.22 | ) | ||||||||||||||
Total from investment operations | .03 | .37 | .45 | .37 | .20 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.42 | ) | (.40 | ) | (.38 | ) | (.39 | ) | (.44 | ) | |||||||||||||
Net asset value, end of year | $ | 11.15 | $ | 11.54 | $ | 11.57 | $ | 11.50 | $ | 11.52 | |||||||||||||
Total Return (b) | .23 | % | 3.26 | % (d) | 3.93 | % | 3.32 | % | 1.80 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.82 | % | 1.86 | % | 1.78 | % | 1.71 | % | 1.70 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
1.41 | % | 1.58 | % | 1.58 | % | 1.61 | % | 1.63 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.91 | % | 1.86 | % | 1.79 | % | 1.75 | % | 1.70 | % | |||||||||||||
Net investment income | 3.70 | % | 3.39 | % | 3.38 | % | 3.42 | % | 3.68 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 51,244 | $ | 44,450 | $ | 41,322 | $ | 43,409 | $ | 49,474 | |||||||||||||
Portfolio turnover rate | 49.43 | % | 72.24 | % | 118.31 | % | 168.36 | % | 198.28 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
98
NATIONAL TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 11.12 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 11.12 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 49.43 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
99
CALIFORNIA TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 10.91 | $ | 10.96 | $ | 10.86 | $ | 10.80 | $ | 11.19 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .44 | .41 | .44 | .43 | .46 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.34 | ) | (.03 | ) | .08 | .07 | (.36 | ) | |||||||||||||||
Total from investment operations | .10 | .38 | .52 | .50 | .10 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.44 | ) | (.43 | ) | (.42 | ) | (.44 | ) | (.49 | ) | |||||||||||||
Net asset value, end of year | $ | 10.57 | $ | 10.91 | $ | 10.96 | $ | 10.86 | $ | 10.80 | |||||||||||||
Total Return (b) | .87 | % | 3.52 | % (d) | 4.88 | % | 4.73 | % | .94 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.29 | % | 1.07 | % | 1.01 | % | 1.03 | % | 1.03 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.87 | % | .93 | % | .94 | % | .99 | % | .99 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.30 | % | 1.07 | % | 1.01 | % | 1.03 | % | 1.03 | % | |||||||||||||
Net investment income | 4.03 | % | 3.79 | % | 4.01 | % | 3.97 | % | 4.27 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 147,893 | $ | 160,416 | $ | 166,227 | $ | 165,270 | $ | 178,156 | |||||||||||||
Portfolio turnover rate | 50.77 | % | 47.86 | % | 42.23 | % | 28.04 | % | 84.31 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
100
CALIFORNIA TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class C Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 10.92 | $ | 10.97 | $ | 10.87 | $ | 10.80 | $ | 11.20 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .37 | .34 | .37 | .36 | .39 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.34 | ) | (.03 | ) | .08 | .08 | (.37 | ) | |||||||||||||||
Total from investment operations | .03 | .31 | .45 | .44 | .02 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.37 | ) | (.36 | ) | (.35 | ) | (.37 | ) | (.42 | ) | |||||||||||||
Net asset value, end of year | $ | 10.58 | $ | 10.92 | $ | 10.97 | $ | 10.87 | $ | 10.80 | |||||||||||||
Total Return (b) | .23 | % | 2.87 | % (d) | 4.20 | % | 4.14 | % | .26 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.92 | % | 1.72 | % | 1.65 | % | 1.67 | % | 1.67 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
1.50 | % | 1.58 | % | 1.58 | % | 1.63 | % | 1.63 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.92 | % | 1.72 | % | 1.65 | % | 1.67 | % | 1.67 | % | |||||||||||||
Net investment income | 3.40 | % | 3.14 | % | 3.37 | % | 3.32 | % | 3.63 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 15,245 | $ | 15,052 | $ | 13,953 | $ | 13,953 | $ | 16,183 | |||||||||||||
Portfolio turnover rate | 50.77 | % | 47.86 | % | 42.23 | % | 28.04 | % | 84.31 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
101
CALIFORNIA TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 10.57 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 10.57 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 50.77 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
102
CONNECTICUT TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 10.51 | $ | 10.56 | $ | 10.61 | $ | 10.55 | $ | 10.71 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .44 | .45 | .44 | .43 | .46 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.24 | ) | (.04 | ) | (.05 | ) | .08 | (.16 | ) | ||||||||||||||
Total from investment operations | .20 | .41 | .39 | .51 | .30 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.45 | ) | (.46 | ) | (.44 | ) | (.45 | ) | (.46 | ) | |||||||||||||
Net asset value, end of year | $ | 10.26 | $ | 10.51 | $ | 10.56 | $ | 10.61 | $ | 10.55 | |||||||||||||
Total Return (b) | 1.93 | % | 3.96 | % (d) | 3.74 | % | 4.92 | % | 2.95 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
.91 | % | .76 | % | .92 | % | 1.07 | % | 1.07 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.59 | % | .52 | % | .79 | % | 1.00 | % | 1.01 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.20 | % | 1.20 | % | 1.09 | % | 1.07 | % | 1.07 | % | |||||||||||||
Net investment income | 4.20 | % | 4.34 | % | 4.11 | % | 4.09 | % | 4.33 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 136,324 | $ | 96,530 | $ | 91,078 | $ | 89,985 | $ | 96,469 | |||||||||||||
Portfolio turnover rate | 9.97 | % | 31.96 | % | 9.72 | % | 19.20 | % | 39.65 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
103
CONNECTICUT TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 10.26 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 10.26 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 9.97 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
104
HAWAII TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 5.01 | $ | 5.04 | $ | 5.08 | $ | 5.08 | $ | 5.20 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .20 | .20 | .20 | .21 | .21 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.09 | ) | (.02 | ) | (.04 | ) | | (c) | (.12 | ) | |||||||||||||
Total from investment operations | .11 | .18 | .16 | .21 | .09 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.20 | ) | (.21 | ) | (.20 | ) | (.21 | ) | (.21 | ) | |||||||||||||
Net asset value, end of year | $ | 4.92 | $ | 5.01 | $ | 5.04 | $ | 5.08 | $ | 5.08 | |||||||||||||
Total Return (b) | 2.31 | % | 3.60 | % (d) | 3.28 | % | 4.18 | % | 1.86 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
.95 | % | .90 | % | 1.05 | % | 1.06 | % | 1.05 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.65 | % | .71 | % | .95 | % | 1.01 | % | .99 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.19 | % | 1.14 | % | 1.05 | % | 1.06 | % | 1.05 | % | |||||||||||||
Net investment income | 4.02 | % | 4.01 | % | 3.98 | % | 4.13 | % | 4.20 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 103,989 | $ | 91,357 | $ | 78,217 | $ | 69,598 | $ | 75,117 | |||||||||||||
Portfolio turnover rate | 10.01 | % | 38.26 | % | 18.22 | % | 6.12 | % | 27.07 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
105
HAWAII TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 4.92 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 4.92 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 10.01 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
106
MISSOURI TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 5.33 | $ | 5.35 | $ | 5.34 | $ | 5.36 | $ | 5.41 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .21 | .22 | .22 | .20 | .22 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.12 | ) | (.02 | ) | | (c) | | (c) | (.05 | ) | |||||||||||||
Total from investment operations | .09 | .20 | .22 | .20 | .17 | ||||||||||||||||||
Distributions to shareholders from: | |||||||||||||||||||||||
Net investment income | (.22 | ) | (.21 | ) | (.21 | ) | (.22 | ) | (.22 | ) | |||||||||||||
Net realized gain | | (.01 | ) | | | | |||||||||||||||||
Total distributions | (.22 | ) | (.22 | ) | (.21 | ) | (.22 | ) | (.22 | ) | |||||||||||||
Net asset value, end of year | $ | 5.20 | $ | 5.33 | $ | 5.35 | $ | 5.34 | $ | 5.36 | |||||||||||||
Total Return (b) | 1.64 | % | 3.92 | % (d) | 4.26 | % | 3.77 | % | 3.18 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.12 | % | .78 | % | .81 | % | 1.07 | % | 1.07 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.77 | % | .57 | % | .67 | % | 1.01 | % | 1.00 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.24 | % | 1.16 | % | 1.09 | % | 1.07 | % | 1.07 | % | |||||||||||||
Net investment income | 4.06 | % | 4.14 | % | 4.02 | % | 3.85 | % | 4.19 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 158,977 | $ | 159,530 | $ | 161,624 | $ | 155,906 | $ | 153,488 | |||||||||||||
Portfolio turnover rate | 21.48 | % | 27.30 | % | 25.49 | % | 40.33 | % | 46.68 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
107
MISSOURI TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 5.20 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 5.20 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 21.48 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
108
NEW JERSEY TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 5.17 | $ | 5.20 | $ | 5.18 | $ | 5.20 | $ | 5.37 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .21 | .21 | .21 | .22 | .24 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.17 | ) | (.03 | ) | .02 | (.02 | ) | (.17 | ) | ||||||||||||||
Total from investment operations | .04 | .18 | .23 | .20 | .07 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.21 | ) | (.21 | ) | (.21 | ) | (.22 | ) | (.24 | ) | |||||||||||||
Net asset value, end of year | $ | 5.00 | $ | 5.17 | $ | 5.20 | $ | 5.18 | $ | 5.20 | |||||||||||||
Total Return (b) | .78 | % | 3.51 | % (d) | 4.42 | % | 3.89 | % | 1.31 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.14 | % | 1.10 | % | 1.10 | % | 1.05 | % | 1.05 | % | |||||||||||||
Expenses, excluding interest expense,including expense
reductions and expenses assumed (e) |
.81 | % | .86 | % | .95 | % | 1.00 | % | 1.00 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.21 | % | 1.22 | % | 1.10 | % | 1.05 | % | 1.05 | % | |||||||||||||
Net investment income | 4.11 | % | 4.03 | % | 4.02 | % | 4.18 | % | 4.49 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 129,106 | $ | 130,742 | $ | 137,319 | $ | 139,462 | $ | 153,797 | |||||||||||||
Portfolio turnover rate | 37.64 | % | 28.99 | % | 28.46 | % | 31.47 | % | 67.84 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
109
NEW JERSEY TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 5.00 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 5.00 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 37.64 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
110
NEW YORK TAX FREE FUND
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.27 | $ | 11.32 | $ | 11.41 | $ | 11.42 | $ | 11.66 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .47 | .48 | .48 | .48 | .52 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.31 | ) | (.05 | ) | (.09 | ) | | (c) | (.24 | ) | |||||||||||||
Total from investment operations | .16 | .43 | .39 | .48 | .28 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.47 | ) | (.48 | ) | (.48 | ) | (.49 | ) | (.52 | ) | |||||||||||||
Net asset value, end of year | $ | 10.96 | $ | 11.27 | $ | 11.32 | $ | 11.41 | $ | 11.42 | |||||||||||||
Total Return (b) | 1.47 | % | 3.92 | % (d) | 3.43 | % | 4.33 | % | 2.55 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.01 | % | .80 | % | .86 | % | 1.00 | % | 1.02 | % | |||||||||||||
Expenses, excluding interest expense, including
expense reductions and expenses assumed (e) |
.70 | % | .62 | % | .76 | % | .94 | % | .96 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.16 | % | 1.11 | % | 1.04 | % | 1.05 | % | 1.02 | % | |||||||||||||
Net investment income | 4.20 | % | 4.27 | % | 4.16 | % | 4.27 | % | 4.54 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 243,416 | $ | 233,101 | $ | 229,598 | $ | 237,349 | $ | 247,153 | |||||||||||||
Portfolio turnover rate | 25.38 | % | 69.19 | % | 57.03 | % | 46.33 | % | 46.11 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
111
NEW YORK TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class C Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 11.27 | $ | 11.32 | $ | 11.40 | $ | 11.42 | $ | 11.67 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .39 | .40 | .40 | .41 | .44 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized loss | (.30 | ) | (.04 | ) | (.08 | ) | (.01 | ) | (.23 | ) | |||||||||||||
Total from investment operations | .09 | .36 | .32 | .40 | .21 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.40 | ) | (.41 | ) | (.40 | ) | (.42 | ) | (.46 | ) | |||||||||||||
Net asset value, end of year | $ | 10.96 | $ | 11.27 | $ | 11.32 | $ | 11.40 | $ | 11.42 | |||||||||||||
Total Return (b) | .84 | % | 3.25 | % (d) | 2.87 | % | 3.57 | % | 1.88 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.67 | % | 1.46 | % | 1.51 | % | 1.65 | % | 1.69 | % | |||||||||||||
Expenses, excluding interest expense, including
expense reductions and expenses assumed (e) |
1.36 | % | 1.28 | % | 1.41 | % | 1.59 | % | 1.63 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.81 | % | 1.77 | % | 1.69 | % | 1.70 | % | 1.69 | % | |||||||||||||
Net investment income | 3.53 | % | 3.61 | % | 3.51 | % | 3.62 | % | 3.87 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 25,423 | $ | 16,622 | $ | 14,502 | $ | 12,317 | $ | 12,379 | |||||||||||||
Portfolio turnover rate | 25.38 | % | 69.19 | % | 57.03 | % | 46.33 | % | 46.11 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
112
NEW YORK TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 10.96 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 10.96 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 25.38 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
113
INTERMEDIATE TAX FREE FUND
(formerly, Insured Intermediate Tax Free Fund)
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 |
6/23/2003
(a)
to |
||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 9/30/2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of period | $ | 9.81 | $ | 9.80 | $ | 9.95 | $ | 9.94 | $ | 10.00 | |||||||||||||
Unrealized depreciation on investments | (.01 | ) | |||||||||||||||||||||
Net asset value on SEC Effective Date, June 30, 2003 | $ | 9.99 | |||||||||||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (b) | .36 | .32 | .30 | .27 | .06 | ||||||||||||||||||
Net realized and unrealized gain (loss) | (.06 | ) | .03 | (.17 | ) | .01 | (.05 | ) | |||||||||||||||
Total from investment operations | .30 | .35 | .13 | .28 | .01 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.36 | ) | (.34 | ) | (.28 | ) | (.27 | ) | (.06 | ) | |||||||||||||
Net asset value, end of period | $ | 9.75 | $ | 9.81 | $ | 9.80 | $ | 9.95 | $ | 9.94 | |||||||||||||
Total Return (c) | (.10 | )% (d)(e) | |||||||||||||||||||||
Total Return (c) | 3.11 | % | 3.67 | % | 1.36 | % | 2.84 | % | .16 | % (d)(f) | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
.27 | % | .27 | % | .27 | % | .26 | % | .07 | % (d) | |||||||||||||
Expenses, including expense reductions and
expenses assumed |
.25 | % | .25 | % | .25 | % | .25 | % | .07 | % (d) | |||||||||||||
Expenses, excluding expense reductions
and expenses assumed |
1.37 | % | 1.66 | % | 1.42 | % | 2.35 | % | 2.47 | % (d) | |||||||||||||
Net investment income | 3.68 | % | 3.34 | % | 3.01 | % | 2.70 | % | .66 | % (d) | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of period (000) | $ | 17,046 | $ | 7,234 | $ | 7,941 | $ | 6,360 | $ | 3,673 | |||||||||||||
Portfolio turnover rate | 30.70 | % | 100.82 | % | 42.10 | % | 60.08 | % | 107.99 | % (d) |
The ratios have been determined on a Fund basis.
(a) Commencement of investment operations; SEC effective date and date shares first became available to the public was 6/30/2003.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Total return for the period 6/23/2003 through 6/30/2003.
(f) Total return for the period 6/30/2003 through 9/30/2003.
FINANCIAL INFORMATION
114
INTERMEDIATE TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class B Shares | |||||||||||||||||||||||
Year Ended 9/30 |
6/23/2003
(a)
to |
||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 9/30/2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of period | $ | 9.80 | $ | 9.79 | $ | 9.94 | $ | 9.93 | $ | 10.00 | |||||||||||||
Unrealized depreciation on investments | (.02 | ) | |||||||||||||||||||||
Net asset value on SEC Effective Date, June 30, 2003 | $ | 9.98 | |||||||||||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (b) | .29 | .26 | .21 | .20 | .05 | ||||||||||||||||||
Net realized and unrealized gain (loss) | (.06 | ) | .02 | (.16 | ) | | (c) | (.05 | ) | ||||||||||||||
Total from investment operations | .23 | .28 | .05 | .20 | | ||||||||||||||||||
Distributions to shareholders from net investment income | (.29 | ) | (.27 | ) | (.20 | ) | (.19 | ) | (.05 | ) | |||||||||||||
Net asset value, end of period | $ | 9.74 | $ | 9.80 | $ | 9.79 | $ | 9.94 | $ | 9.93 | |||||||||||||
Total Return (d) | (.20 | )% (e)(f) | |||||||||||||||||||||
Total Return (d) | 2.35 | % | 2.92 | % | .55 | % | 2.09 | % | .04 | % (e)(g) | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.02 | % | 1.02 | % | 1.02 | % | 1.01 | % | .27 | % (e) | |||||||||||||
Expenses, including expense reductions and
expenses assumed |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | .27 | % (e) | |||||||||||||
Expenses, excluding expense reductions
and expenses assumed |
2.12 | % | 2.32 | % | 2.11 | % | 3.00 | % | 2.64 | % (e) | |||||||||||||
Net investment income | 2.95 | % | 2.67 | % | 2.15 | % | 1.95 | % | .46 | % (e) | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of period (000) | $ | 802 | $ | 848 | $ | 775 | $ | 311 | $ | 312 | |||||||||||||
Portfolio turnover rate | 30.70 | % | 100.82 | % | 42.10 | % | 60.08 | % | 107.99 | % (e) |
The ratios have been determined on a Fund basis.
(a) Commencement of investment operations; SEC effective date and date shares first became available to the public was 6/30/2003.
(b) Calculated using average shares outstanding during the period.
(c) Amount is less than $0.01.
(d) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(e) Not annualized.
(f) Total return for the period 6/23/2003 through 6/30/2003.
(g) Total return for the period 6/30/2003 through 9/30/2003.
FINANCIAL INFORMATION
115
INTERMEDIATE TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class C Shares | |||||||||||||||||||||||
Year Ended 9/30 |
6/23/2003
(a)
to |
||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 9/30/2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of period | $ | 9.80 | $ | 9.79 | $ | 9.94 | $ | 9.93 | $ | 10.00 | |||||||||||||
Unrealized depreciation on investments | (.02 | ) | |||||||||||||||||||||
Net asset value on SEC Effective Date, June 30, 2003 | $ | 9.98 | |||||||||||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (b) | .29 | .25 | .23 | .20 | .05 | ||||||||||||||||||
Net realized and unrealized gain (loss) | (.06 | ) | .03 | (.17 | ) | | (c) | (.05 | ) | ||||||||||||||
Total from investment operations | .23 | .28 | .06 | .20 | | ||||||||||||||||||
Distributions to shareholders from net investment income | (.29 | ) | (.27 | ) | (.21 | ) | (.19 | ) | (.05 | ) | |||||||||||||
Net asset value, end of period | $ | 9.74 | $ | 9.80 | $ | 9.79 | $ | 9.94 | $ | 9.93 | |||||||||||||
Total Return (d) | (.20 | )% (e)(f) | |||||||||||||||||||||
Total Return (d) | 2.35 | % | 2.90 | % | .61 | % | 2.05 | % | (.04 | )% (e)(g) | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
1.02 | % | 1.02 | % | 1.02 | % | 1.01 | % | .27 | % (e) | |||||||||||||
Expenses, including expense reductions and
expenses assumed |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | .27 | % (e) | |||||||||||||
Expenses, excluding expense reductions
and expenses assumed |
2.02 | % | 2.31 | % | 2.06 | % | 3.00 | % | 2.64 | % (e) | |||||||||||||
Net investment income | 2.95 | % | 2.59 | % | 2.28 | % | 1.95 | % | .46 | % (e) | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of period (000) | $ | 4,249 | $ | 2,784 | $ | 3,775 | $ | 3,297 | $ | 313 | |||||||||||||
Portfolio turnover rate | 30.70 | % | 100.82 | % | 42.10 | % | 60.08 | % | 107.99 | % (e) |
The ratios have been determined on a Fund basis.
(a) Commencement of investment operations; SEC effective date and date shares first became available to the public was 6/30/2003.
(b) Calculated using average shares outstanding during the period.
(c) Amount is less than $0.01.
(d) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(e) Not annualized.
(f) Total return for the period 6/23/2003 through 6/30/2003.
(g) Total return for the period 6/30/2003 through 9/30/2003.
FINANCIAL INFORMATION
116
INTERMEDIATE TAX FREE FUND
FINANCIAL HIGHLIGHTS (continued)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 9.75 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 9.75 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, including expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 30.70 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
117
INTERMEDIATE TAX FREE FUND
FINANCIAL HIGHLIGHTS (concluded)
Class P Shares | |||||||||||||||||||||||
Year Ended 9/30 |
6/23/2003
(a)
to |
||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 9/30/2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of period | $ | 9.81 | $ | 9.80 | $ | 9.95 | $ | 9.94 | $ | 10.00 | |||||||||||||
Unrealized depreciation on investments | (.01 | ) | |||||||||||||||||||||
Net asset value on SEC Effective Date, June 30, 2003 | $ | 9.99 | |||||||||||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (b) | .34 | .31 | .28 | .25 | .06 | ||||||||||||||||||
Net realized and unrealized gain (loss) | (.06 | ) | .02 | (.17 | ) | .01 | (.05 | ) | |||||||||||||||
Total from investment operations | .28 | .33 | .11 | .26 | .01 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.34 | ) | (.32 | ) | (.26 | ) | (.25 | ) | (.06 | ) | |||||||||||||
Net asset value, end of period | $ | 9.75 | $ | 9.81 | $ | 9.80 | $ | 9.95 | $ | 9.94 | |||||||||||||
Total Return (c) | (.10 | )% (d)(e) | |||||||||||||||||||||
Total Return (c) | 2.91 | % | 3.46 | % | 1.16 | % | 2.65 | % | .11 | % (d)(f) | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
.47 | % | .47 | % | .47 | % | .46 | % | .12 | % (d) | |||||||||||||
Expenses, including expense reductions and
expenses assumed |
.45 | % | .45 | % | .45 | % | .45 | % | .12 | % (d) | |||||||||||||
Expenses, excluding expense reductions
and expenses assumed |
1.57 | % | 1.77 | % | 1.50 | % | 2.45 | % | 2.49 | % (d) | |||||||||||||
Net investment income | 3.49 | % | 3.15 | % | 2.83 | % | 2.50 | % | .61 | % (d) | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of period (000) | $ | 11 | $ | 11 | $ | 10 | $ | 10 | $ | 10 | |||||||||||||
Portfolio turnover rate | 30.70 | % | 100.82 | % | 42.10 | % | 60.08 | % | 107.99 | % (d) |
The ratios have been determined on a Fund basis.
(a) Commencement of investment operations; SEC effective date and date shares first became available to the public was 6/30/2003.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Total return for the period 6/23/2003 through 6/30/2003.
(f) Total return for the period 6/30/2003 through 9/30/2003.
FINANCIAL INFORMATION
118
GEORGIA TAX FREE TRUST
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 5.64 | $ | 5.66 | $ | 5.65 | $ | 5.63 | $ | 5.70 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .23 | .22 | .23 | .23 | .24 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.13 | ) | (.01 | ) | .01 | .02 | (.06 | ) | |||||||||||||||
Total from investment operations | .10 | .21 | .24 | .25 | .18 | ||||||||||||||||||
Distributions to shareholders from: | |||||||||||||||||||||||
Net investment income | (.23 | ) | (.23 | ) | (.23 | ) | (.23 | ) | (.23 | ) | |||||||||||||
Net realized gain | | | | | (.02 | ) | |||||||||||||||||
Total distributions | (.23 | ) | (.23 | ) | (.23 | ) | (.23 | ) | (.25 | ) | |||||||||||||
Net asset value, end of year | $ | 5.51 | $ | 5.64 | $ | 5.66 | $ | 5.65 | $ | 5.63 | |||||||||||||
Total Return (b) | 1.76 | % | 3.77 | % (d) | 4.24 | % | 4.54 | % | 3.21 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and including
expenses assumed |
.88 | % | .63 | % | .72 | % | .75 | % | .78 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.60 | % | .44 | % | .61 | % | .67 | % | .68 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.13 | % | 1.08 | % | .72 | % | .75 | % | .78 | % | |||||||||||||
Net investment income | 4.04 | % | 3.99 | % | 3.98 | % | 4.14 | % | 4.26 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 133,599 | $ | 118,819 | $ | 103,887 | $ | 89,480 | $ | 85,441 | |||||||||||||
Portfolio turnover rate | 13.29 | % | 36.93 | % | 24.38 | % | 20.25 | % | 32.28 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
119
GEORGIA TAX FREE TRUST
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 5.51 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 5.51 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 13.29 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
120
PENNSYLVANIA TAX FREE TRUST
FINANCIAL HIGHLIGHTS
Class A Shares | |||||||||||||||||||||||
Year Ended 9/30 | |||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||
Net asset value, beginning of year | $ | 5.24 | $ | 5.30 | $ | 5.28 | $ | 5.27 | $ | 5.37 | |||||||||||||
Investment operations: | |||||||||||||||||||||||
Net investment income (a) | .22 | .22 | .22 | .22 | .23 | ||||||||||||||||||
Net increase from payment by an affiliate for net loss realized on
disposal of investments purchased/sold in error |
| | (c) | | | | |||||||||||||||||
Net realized and unrealized gain (loss) | (.11 | ) | (.06 | ) | .02 | .01 | (.10 | ) | |||||||||||||||
Total from investment operations | .11 | .16 | .24 | .23 | .13 | ||||||||||||||||||
Distributions to shareholders from net investment income | (.22 | ) | (.22 | ) | (.22 | ) | (.22 | ) | (.23 | ) | |||||||||||||
Net asset value, end of year | $ | 5.13 | $ | 5.24 | $ | 5.30 | $ | 5.28 | $ | 5.27 | |||||||||||||
Total Return (b) | 2.10 | % | 3.10 | % (d) | 4.57 | % | 4.48 | % | 2.52 | % | |||||||||||||
Ratios to Average Net Assets: | |||||||||||||||||||||||
Expenses, excluding expense reductions and
including expenses assumed |
1.11 | % | .86 | % | .96 | % | 1.02 | % | 1.00 | % | |||||||||||||
Expenses, excluding interest expense, including expense
reductions and expenses assumed (e) |
.77 | % | .67 | % | .88 | % | .97 | % | .94 | % | |||||||||||||
Expenses, excluding expense reductions and expenses assumed | 1.24 | % | 1.12 | % | 1.00 | % | 1.02 | % | 1.00 | % | |||||||||||||
Net investment income | 4.23 | % | 4.19 | % | 4.06 | % | 4.20 | % | 4.37 | % | |||||||||||||
Supplemental Data: | |||||||||||||||||||||||
Net assets, end of year (000) | $ | 94,138 | $ | 93,770 | $ | 97,069 | $ | 95,954 | $ | 99,280 | |||||||||||||
Portfolio turnover rate | 32.18 | % | 42.20 | % | 20.59 | % | 27.03 | % | 28.95 | % |
(a) Calculated using average shares outstanding during the period.
(b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(c) Amount is less than $.01.
(d) The effect of payment by an affiliate for loss realized due to a trading error on total return is less than .01%.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
FINANCIAL INFORMATION
121
PENNSYLVANIA TAX FREE TRUST
FINANCIAL HIGHLIGHTS (concluded)
Class F Shares | |||||||
9/28/2007
(a)
to 9/30/2007 |
|||||||
Per Share Operating Performance | |||||||
Net asset value, beginning of period | $ | 5.13 | |||||
Investment operations: | |||||||
Net investment income (loss) (b) | | (f) | |||||
Net realized and unrealized gain (loss) | | (f) | |||||
Total from investment operations | | (f) | |||||
Net asset value, end of period | $ | 5.13 | |||||
Total Return (c) | .00 | % | |||||
Ratios to Average Net Assets: | |||||||
Expenses, excluding expense reductions and including expenses assumed | .00 | % (d)(g) | |||||
Expenses, excluding interest expense, including expense reductions and expenses assumed (e) | .00 | % (d)(g) | |||||
Expenses, excluding expense reductions and expenses assumed | .00 | % (d)(g) | |||||
Net investment income (loss) | .00 | % (d)(g) | |||||
Supplemental Data: | |||||||
Net assets, end of period (000) | $ | 10 | |||||
Portfolio turnover rate | 32.18 | % |
(a) Commencement of investment operations was 9/28/2007; SEC effective date was 9/14/2007 and date shares first became available to the public was 10/01/2007.
(b) Calculated using average shares outstanding during the period.
(c) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.
(d) Not annualized.
(e) Interest and fee expense relates to the liability for floating rate notes issued in conjunction with inverse floater securities transactions.
(f) Amount is less than $.01.
(g) Amount is less than .01%.
FINANCIAL INFORMATION
122
To Obtain Information: | |||
By telephone. For shareholder account inquiries and for literature requests call the Funds at: 888-522-2388. | |||
By mail.
Write to the Funds at:
The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973 |
|||
Via the Internet.
Lord, Abbett & Co. LLC www.lordabbett.com |
|||
Text only versions of Fund documents can be viewed online or downloaded from the SEC: www.sec.gov. | |||
You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending your request electronically to publicinfo@sec.gov. |
ADDITIONAL INFORMATION
More information on each Fund is available free upon request, including the following:
ANNUAL/SEMIANNUAL REPORT
The Funds' Annual and Semiannual Reports contain more information about each Fund's investments and performance. The Annual Report also includes details about the market conditions and investment strategies that had a significant effect on each Fund's performance during the last fiscal year. The Reports are available free of charge at www.lordabbett.com, and through other means, as indicated on the left.
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more details about the Funds and their policies. A current SAI is on file with the Securities and Exchange Commission ("SEC") and is incorporated by reference (legally considered part of this Prospectus). The SAI is available free of charge at www.lordabbett.com, and through other means, as indicated on the left.
Lord Abbett Mutual Fund shares are
distributed by:
LORD ABBETT DISTRIBUTOR LLC
90 Hudson Street
Jersey City, NJ 07302-3973
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett National Tax-Free Income Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Municipal Income Trust
Lord Abbett Intermediate Tax-Free Fund
Georgia Series
Pennsylvania Series
LATFI-1
(2/08)
SEC File Numbers: 811-03942, 811-06418
LORD ABBETT |
|
|
Statement of Additional Information |
|
February 1, 2008 |
MUNICIPAL INCOME FUND
MUNICIPAL INCOME TRUST
This Statement of Additional Information (SAI) is not a Prospectus. A Prospectus may be obtained from your securities dealer 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 the Lord Abbett Municipal Income Fund, Inc. (the Income Fund) and Lord Abbett Municipal Income Trust (the Income Trust) dated February 1, 2008. Each Series of the Income Fund and Income Trust is referred to as a Fund or, collectively, the Funds. One of the series of Income Trust, Lord Abbett High Yield Municipal Bond Fund, is described in a separate SAI.
Shareholder account inquiries should be made by directly contacting the Funds or by calling 888-522-2388. The Funds Annual and Semiannual Reports to Shareholders contain additional performance information and are available without charge, upon request by calling 888-522-2388. In addition, you can make inquiries through your dealer.
TABLE OF CONTENTS
1.
Lord Abbett Municipal Income Fund, Inc. (the Income Fund) was organized as a Maryland corporation on December 27, 1983. The Income Fund was formerly known as Lord Abbett Tax-Free Income Fund, Inc., and changed its name effective January 28, 2005. The Income Fund has 1,020,000,000 shares of authorized capital stock, $0.001 par value, consisting of the following seven series or portfolios: National Tax-Free Income Fund (National Fund), Class A, B, C, F, I, and P shares (but only Classes A, B, C, F, and P are offered herein); California Tax-Free Income Fund (California Fund) and New York Tax-Free Income Fund (New York Fund), Class A, C, F and P shares; Connecticut Tax-Free Income Fund (Connecticut Fund), Hawaii Tax-Free Income Fund (Hawaii Fund), Missouri Tax-Free Income Fund (Missouri Fund), and New Jersey Tax-Free Income Fund (New Jersey Fund), Class A, F, and P shares.
Lord Abbett Municipal Income Trust (the Income Trust) was organized as a Massachusetts business trust on September 11, 1991 and was reorganized as a Delaware statutory trust on July 22, 2002 with an unlimited number of shares of beneficial interest authorized. The Income Trust was formerly known as Lord Abbett Tax-Free Income Trust, and changed its name effective December 30, 2004. The Income Trust consists of four series or portfolios, three of which are described in this SAI: Lord Abbett Intermediate Tax-Free Fund (Intermediate Fund) was formerly the Lord Abbett Insured Intermediate Tax - Free Fund, and changed its name effective April 30, 2007, Class A, B, C, F, and P shares; Georgia Series (Georgia Fund) and Pennsylvania Series (Pennsylvania Fund), Class A, F and P shares.
On December 14, 2007, National Fund acquired the assets and assumed the liabilities of each of Minnesota Tax Free Income Fund, Texas Tax Free Income Fund, Washington Tax Free Income Fund, Florida Tax Free Income Trust, and Michigan Tax Free Income Trust, (collectively, the Acquired Funds). Accordingly, shares of the Acquired Funds no longer are available for purchase or exchange.
Each Fund of the Income Fund and the Income Trust is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the Act), except for the National and Intermediate Funds, which are diversified, open-end management investment companies. Class P shares are neither offered to the general public nor available in all states. The National Funds Class I shares are described in a separate statement of additional information.
2.
Investment Policies
Fundamental Investment Restrictions . Each Funds investment objective in the Prospectus cannot be changed without approval of a majority of the Funds outstanding shares (as defined in the Act). Each Fund is also subject to the following fundamental investment restrictions that cannot be changed without approval of a majority of the Funds outstanding shares (as defined in the Act).
Each Fund may not:
(1) borrow money (except that (i) each Fund may borrow from banks (as defined in the Act) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) each Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) each Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) each Fund may purchase securities on margin to the extent permitted by applicable law);
(2) pledge its assets (other than to secure such borrowings or to the extent permitted by each Funds investment policies as permitted by applicable law);
(3) engage in the underwriting of securities except pursuant to a merger or acquisition or to the extent that, in connection with the disposition of its portfolio securities, it may be deemed to be an underwriter under federal securities laws;
(4) make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and 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
2
except further that each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law;
(5) buy or sell real estate (except that each Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein), 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, buy securities of one issuer representing more than (i) 5% of the Funds 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
(8) issue senior securities to the extent such issuance would violate applicable law.
Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the first restriction, with which the Funds must comply on a continuous basis.
Non-Fundamental Investment Restrictions . In addition to each Funds investment objective in the Prospectus and the investment restrictions above that cannot be changed without shareholder approval, each Fund is also subject to the following non-fundamental investment restrictions that may be changed by its Board of Directors/Trustees (individually, a Board and collectively, the Boards) 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 (Rule 144A) determined by 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;
(4) 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 Funds total assets (included within such limitation, but not to exceed 2% of the Funds total assets, are warrants that are not listed on the New York Stock Exchange (NYSE) or American Stock Exchange or a major foreign exchange);
(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) write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in the Funds Prospectus and SAI, as they may be amended from time to time or;
(7) buy from or sell to any of the Income Funds or Income Trusts officers, directors, trustees, employees, or each Funds investment adviser or any of the advisers officers, partners or employees, any securities other than shares of the Fund.
Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security.
Portfolio Turnover Rate. For the fiscal years ended September 30, 2007 and September 30, 2006, the portfolio turnover rates for the Funds were as follows:
3
Fund |
|
2007 |
|
2006 |
|
National Fund |
|
49.43 |
% |
72.24 |
% |
California Fund |
|
50.77 |
% |
47.86 |
% |
Connecticut Fund |
|
9.97 |
% |
31.96 |
% |
Hawaii Fund |
|
10.01 |
% |
38.26 |
% |
Missouri Fund |
|
21.48 |
% |
27.30 |
% |
New Jersey Fund |
|
37.64 |
% |
28.99 |
% |
New York Fund |
|
25.38 |
% |
69.19 |
% |
Intermediate Fund |
|
30.70 |
% |
100.82 |
% |
Georgia Fund |
|
13.29 |
% |
36.93 |
% |
Pennsylvania Fund |
|
32.18 |
% |
42.20 |
% |
Additional Information on Portfolio Risks, Investments and Techniques . This section provides further information on certain types of investments and investment techniques that may be used by each Fund, including their associated risks. In addition, Appendix A hereto contains a description of the four highest municipal bond ratings and Appendix B contains a description of the special risk factors affecting certain state and Puerto Rico bonds. While some of these techniques involve risk when used independently, the Funds intend to use them to reduce risk and volatility in their portfolios.
Futures Contracts and Options on Futures Contracts . Futures contracts are standardized contracts that provide for the sale or purchase of a specified financial instrument at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. In addition to incurring fees in connection with futures and options, an investor is required to maintain margin deposits. At the time of entering into a futures transaction or writing an option, an investor is required to deposit a specified amount of cash or eligible securities called initial margin. Subsequent payments, called variation margin, are made on a daily basis as the market price of the futures contract or option fluctuates.
Each Fund may purchase and sell futures contracts and purchase and write call and put options on futures contracts for bona fide hedging purposes, including to hedge against changes in interest rates, securities prices, or to the extent a Fund invests in foreign securities, currency exchange rates, or in order to pursue risk management strategies, including gaining efficient exposure to markets and minimizing transaction costs. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options.
Futures contracts and options on futures contracts present substantial risks, including the following:
· While a Fund may benefit from the use of futures and related options, unanticipated market events may result in poorer overall performance than if a Fund had not entered into any futures or related options transactions.
· 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 a Fund may thus 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 futures contracts and in writing call options on futures 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 Funds net asset value.
· As a result of the low margin deposits normally required in futures and options on futures trading, a relatively small price movement in a contract may result in substantial losses to a Fund.
4
· Futures contracts and related options may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
High-Yield or Lower-Rated Debt Securities. Each Fund (other than the National Fund) may invest up to 20% of its assets in high-yield debt securities. The National Fund may invest up to 35% of its assets in high-yield debt securities. High-yield debt securities (also referred to as lower-rated debt securities or junk bonds) are rated BB/Ba or lower and may pay a higher yield, but entail greater risks, than investment grade debt securities. 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; 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.
In addition, while the market for high-yield, corporate debt securities has been in existence for many years, the market in recent years experienced a dramatic increase in the large-scale use of such securities to fund highly-leveraged corporate acquisitions and restructurings. Accordingly, past experience may not provide an accurate indication of future performance of this market, especially during periods of economic recession.
Since the risk of default is higher among high-yield debt securities, Lord Abbetts research and analysis are important ingredients 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.
Illiquid Securities . Each Fund may invest up to 15% of its net assets in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
· Domestic and foreign 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 all swap transactions.
· 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 Funds 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.
Interest Rate Swaps, Credit Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty.
Each Fund may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller
5
of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms.
The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
Each Fund may enter into swap transactions for hedging purposes or to seek to increase total return. The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors and collars, is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used.
Investment Companies. Each Fund may invest in securities of other investment companies subject to limitations prescribed by the Act. These limitations include a prohibition on a Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of any Funds total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. Each Fund indirectly will bear its proportionate share of any management fees and other expenses paid by the investment companies in which it invests. Such investment companies will generally be money market funds or have investment objectives, policies and restrictions substantially similar to those of the investing Fund and will be subject to substantially the same risks.
Non-Investment Grade Municipal Bonds. Non-investment grade municipal bonds and unrated municipal bonds of comparable credit quality (commonly known as high yield or junk bonds) may be highly speculative and have poor prospects for reaching investment grade standing. Non-investment grade securities are subject to the increased risk of an issuers inability to meet principal and interest obligations and a greater risk of default. These securities may be subject to greater price volatility due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
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 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 a lower rated securities in its portfolio.
Municipal Bonds. In general, municipal bonds are debt obligations issued by or on behalf of states, territories and possessions of the United States, the District of Columbia, Puerto Rico, 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 includes 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 gross income for federal income tax purposes of most investors.
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 power 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 payable only from the revenues derived from a particular facility or class
6
of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Private activity bonds are, in most cases, revenue bonds and generally do not constitute the pledge of the faith, credit or taxing power 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.
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, it is likely that the Funds would be unable to obtain another acceptable source of payment. Some municipal leases, certificates of participation and moral obligation bonds may be illiquid.
Municipal bonds may also 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 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 Funds 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. 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.
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 Moodys Investors Service, Inc. (Moodys) and Standard & Poors Ratings Services (Standard & Poors) 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). 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 insurance company, provides an unconditional and irrevocable guarantee that the insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any 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 insurers loss reserves and adversely affect its ability to pay claims to
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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 providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower, bond issuer, or bond insurer.
Options on Securities. Each Fund may purchase and write put and call options on securities or securities indices that are traded on national securities exchanges or over-the-counter (OTC). A call option is a contract sold for a price giving its holder the right to buy a specific amount of securities at a specific price prior to a specified date. A covered call option is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. Each Fund may write covered call options that are traded on a national securities exchange with respect to securities in its portfolio in an attempt to increase income and to provide greater flexibility in the disposition of portfolio securities. During the period of the option, a Fund forgoes the opportunity to profit from any increase in the market price of the underlying security above the exercise price of the option (to the extent that the increase exceeds its net premium). Each Fund also may enter into closing purchase transactions in order to terminate their obligation to deliver the underlying security. This may result in a short-term gain or loss. A closing purchase transaction is the purchase of a call option (at a cost which may be more or less than the premium received for writing the original call option) on the same security, with the same exercise price and call period as the option previously written. If a Fund is unable to enter into a closing purchase transaction, it may be required to hold a security that it might otherwise have sold to protect against depreciation.
A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying securities at the exercise price at any time during the option period. A put option sold by a Fund is covered when, among other things, the Fund segregates permissible liquid assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken. Writing listed put options may be a useful portfolio investment strategy when a Fund has cash or other reserves available for investment as a result of sales of Fund shares or when the investment manager believes a more defensive and less fully invested position is desirable in light of market conditions. Each Fund will not purchase an option if, as a result of such purchase, more than 10% of its net assets would be invested in premiums for such options. Each Fund may write covered put options to the extent that cover for such options does not exceed 15% of the Funds net assets. Each Fund may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of the Funds net assets at the time an option is written.
The purchase and writing of options is a highly specialized activity that involves special investment risks. The Funds may use options for hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). If Lord Abbett is incorrect in its expectation of changes in market prices or determination of the correlation between the securities on which options are based and a Funds portfolio securities, the Fund may incur losses. The use of options can also increase a Funds transaction costs. OTC options will present greater possibility of loss because of their greater illiquidity and credit risks.
Residual Interest Bonds. Each Fund may acquire up to 20% of its net assets in residual interest bonds (RIBs) (also known as inverse floaters) to enhance income and manage portfolio duration. RIBs are issued by tender option bond trusts (trusts) that are established by a third party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to RIBs, these trusts typically issue short-term floating rate certificates or notes which are usually sold to money market funds (floating rate notes). A RIB is a type of derivative debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note inversely affect the interest paid on the RIB, the value and income of a RIB is generally more volatile than the value and income of a fixed rate municipal bond. RIBs have interest rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise, and increase the interest paid to a Fund when short-term interest rates fall. The value of RIBs also falls faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value rises more rapidly when interest rates fall. RIBs have varying degrees of liquidity, and the market for these securities is relatively volatile. RIBs tend to underperform the market for fixed rate municipal bonds in a rising long-term interest rate environment, but tend to outperform that market when long-term interest rates decline.
Each Fund may acquire RIBs issued by trusts that have been established by a transfer of municipal bonds by the Fund or an agent on behalf of the Fund. Such transfers do not qualify for sale treatment under Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities; therefore,
8
the municipal bonds deposited into such trusts are presented in the Funds schedules of investments and the proceeds from the transactions are reported as a liability for trust certificates. Interest income from the underlying bonds is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a trust are reported as expenses of the Fund involved. The floating rate trust certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the trust for redemption at par at each reset date. The RIBs held by a Fund provide the Fund the right to (1) cause the holders of a proportional share of floating rate trust certificates to tender their certificates at par and (2) transfer a corresponding share of the municipal bonds from the trust to the Fund.
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, currencies, interest rates, commodities, indices, credit default swaps, or other financial indicators (the Reference), or to relative changes in two or more References. The interest rate or principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference or certain specified events. Structured securities may be positively or negatively indexed with the result that the appreciation of the Reference 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 underlying 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 underlying asset, rate or index. A Fund could lose more than the principal amount invested.
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 investments in taxable securities will be limited to 20% of a Funds assets. Temporary defensive securities include:
· Short-Term Tax-Exempt Securities. The tax-exempt securities in which each Fund invests are municipal bonds, the interest on which is exempt from federal income tax and may be exempt from its states and, in the case of the 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.
Yield Curve Options. Each Fund may enter into options on the yield spread or differential between two securities. Such transactions 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.
9
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. These bonds are issued at a discount from their face value because interest payments are typically postponed until maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities.
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 issuers perceived credit quality. The discount in the absence of financial difficulties of the issuer, typically decreases as the final maturity date approaches. If the issuer defaults, the Fund involved may not receive any return 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.
Policies and Procedures Governing Disclosure of Portfolio Holdings. The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings and ongoing arrangements making available such information to the general public, as well as to certain third parties on a selective basis. Among other things, the policies and procedures are reasonably designed to ensure that the disclosure is in the best interests of Fund shareholders and to address potential conflicts of interest between the Funds on the one hand and Lord Abbett and its affiliates or affiliates of the Funds on the other hand. Except as noted below, the Funds do not provide their portfolio holdings to any third party until they are made available to the general public on Lord Abbetts website at www.lordabbett.com or otherwise. The exceptions are as follows:
1. The Funds may provide their portfolio holdings to (a) third parties that render services to the Funds 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 Funds, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a monthly or calendar quarterly basis for the sole purpose of performing their own analyses with respect to the Funds one day following each calendar period-end. The Funds may discuss or otherwise share portfolio holdings or related information with counterparties that execute transactions on behalf of the Funds;
2. The Funds may provide portfolio commentaries or fact sheets containing, among other things, a discussion of select portfolio holdings and a list of the largest portfolio positions, and/or portfolio performance attribution information to certain Financial Intermediaries one day following each period-end; and
3. The Funds may provide their portfolio holdings or related information under other circumstances subject to the authorization of the Funds officers, in compliance with policies and procedures adopted by the Board.
Before providing schedules of their portfolio holdings to a third party in advance of making them available to the general public, the Funds obtain assurances through contractual obligations, certifications or other appropriate means such as due diligence sessions and other meetings to the effect that: (i) neither the receiving party nor any of its officers, employees or agents will be permitted to take any holding-specific investment action based on the portfolio holdings and (ii) the receiving party will not use or disclose the information except as it relates to rendering services for the Funds related to portfolio holdings, to perform certain internal analyses in connection with its evaluation of the Funds and/or their investment strategies, or for similar purposes. The sole exception relates to the agreement with SG Constellation, LLC (SGC), the provider of financing for the distribution of the Funds Class B shares. The fees payable to SGC are based in part on the value of the Funds portfolio securities. In order 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 Funds) and may engage in certain hedging transactions based on the information. However, SGC will not engage in transactions based solely on the Funds portfolio holdings. In addition, and also in the case of other portfolio-related information, written materials will contain appropriate legends requiring that the information be kept confidential and restricting the use of the information. An executive officer of each Fund approves these arrangements subject to the Boards review and oversight, and Lord Abbett provides reports at least annually to the Board concerning them. The Board also
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reviews the Funds policies and procedures governing these arrangements on an annual basis. These policies and procedures may be modified at any time with the approval of the Board.
Neither the Funds, Lord Abbett nor any other party receives any compensation or other consideration in connection with any arrangement described in this section, other than fees payable to a service provider rendering services to the Funds related to the Funds portfolio holdings. For these purposes, compensation does not include normal and customary fees that Lord Abbett or an affiliate may receive as a result of investors making investments in the Funds. Neither the Funds, Lord Abbett nor any of their affiliates has entered into an agreement or other arrangement with any third party recipient of portfolio related information under which the third party would maintain assets in the Funds or in other investment companies or accounts managed by Lord Abbett or any of its affiliated persons as an inducement to receive the Funds portfolio holdings.
In addition to the foregoing, Lord Abbett provides investment advice to clients other than the Funds that have investment objectives and requirements that may be substantially similar to the Funds. Such clients also may have portfolios consisting of holdings substantially similar to the Funds holdings. Such clients may periodically receive portfolio holdings and other related information relative to their investment advisory arrangement with Lord Abbett in the regular course of such arrangement. It is possible that any such client could trade ahead of or against the Funds based on the information such client receives in connection with its investment advisory arrangement with Lord Abbett. In addition, Lord Abbetts investment advice to any client may be deemed to create a conflict of interest relative to other clients to the extent that it is possible that any client could trade against the interests of other clients based on Lord Abbetts investment advice. To address this potential conflict, Lord Abbett has implemented procedures governing its provision of impersonal advice that are designed to (i) avoid communication of Lord Abbetts intent or recommendations with respect to discretionary advice clients, and (ii) monitor the trading of impersonal advice clients to assess the likelihood of any adverse effects on discretionary advice clients. Lord Abbetts Compliance Department periodically reviews and evaluates Lord Abbetts adherence to the above policies and procedures, including the existence of any conflicts of interest between the Funds on the one hand and Lord Abbett and its affiliates or affiliates of the Funds on the other hand. The Compliance Department reports to the Board at least annually regarding its assessment of compliance with these policies and procedures.
Fund Portfolio Information Recipients . Attached as Appendix C is a list of the third parties that are eligible to receive portfolio holdings information pursuant to ongoing arrangements under the circumstances described above.
3.
Management of the Funds
The Board of the Income Fund is responsible for the management of the business and affairs of the Income Fund in accordance with the laws of the State of Maryland; the Board of the Income Trust is responsible for the management of the business and affairs of the Income Trust in accordance with the laws of the State of Delaware. Each Board appoints officers who are responsible for the day-to-day operations of the Income Fund and Income Trust and who execute policies authorized by the Boards. As discussed in the Funds Semiannual Report to Shareholders, the Board also approves an investment adviser to the Income Fund and Income Trust and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director/Trustee holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Income Funds and Income Trusts organizational documents.
Lord, Abbett & Co. LLC (Lord Abbett), a Delaware limited liability company, is the investment adviser of the Income Fund and Income Trust.
The following Directors/Trustees are Partners of Lord Abbett and are interested persons of the Income Fund and Income Trust as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 51 portfolios or series.
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Name, Address and
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Current Position
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Principal Occupation
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Other Directorships |
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Robert S.
Dow
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Director since 1989; Trustee since 1991 and Chairman since 1996 |
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Senior Partner since 2007 and Chief Executive Officer of Lord Abbett since 1996; formerly Managing Partner of Lord Abbett (1996-2007). |
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N/A |
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Daria L. Foster
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Director/Trustee since 2006 |
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Managing Partner since 2007; formerly Director of Marketing and Client Service of Lord Abbett (1990-2007). |
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N/A |
Independent Directors/Trustees
The following independent or outside Directors/Trustees (Independent Directors/Trustees) are also directors or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 51 portfolios or series.
Name, Address and
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Current Position
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Principal Occupation
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Other Directorships |
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E.
Thayer Bigelow
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Director/Trustee since 1994 |
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Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998-2000); Acting Chief Executive Officer of Courtroom Television Network (1997-1998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (1991-1997). |
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Currently serves as director of Crane Co.; and Huttig Building Products Inc. |
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William
H.T. Bush
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Director/Trustee since 1998 |
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Co-founder and Chairman of the Board of the financial advisory firm of Bush-ODonnell & Company (since 1986). |
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Currently serves as director of WellPoint, Inc. (since 2002). |
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Robert
B. Calhoun, Jr.
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Director/Trustee since 1998 |
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Managing Director of Monitor Clipper Partners (since 1997) and President of Clipper Asset Management Corp. (since 1991), both private equity investment funds. |
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Currently serves as director of Avondale, Inc. and Interstate Bakeries Corp. |
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Julie A.
Hill
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Director/Trustee since 2004 |
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Owner and CEO of The Hill Company, a business consulting firm (since 1998); Founder, President and Owner of the Hiram-Hill and Hillsdale Development Company, a residential real estate development firm (1998-2000). |
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Currently serves as director of WellPoint, Inc. (since 1994) and Lend Lease Corporation Limited (since 2005). |
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Name,
Address
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Current
Position
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Principal
Occupation
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Other Directorships |
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Franklin
W. Hobbs
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Director/Trustee since 2000 |
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Advisor of One Equity Partners, a private equity firm (since 2004); Chief Executive Officer of Houlihan Lokey Howard & Zukin, an investment bank (2002 - 2003); Chairman of Warburg Dillon Read, an investment bank (1999-2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997-1999); Chief Executive Officer of Dillon, Read & Co. (1994 -1997). |
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Currently serves as director of Molson Coors Brewing Company. |
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|
|
Thomas
J. Neff
|
|
Director since 1982 Trustee since 1991 |
|
Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996); President of Spencer Stuart (1979-1996). |
|
Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. |
|
|
|
|
|
|
|
James
L.L. Tullis
|
|
Director/Trustee since 2006 |
|
CEO of Tullis-Dickerson and Co. Inc, a venture capital management firm (since 1990). |
|
Currently serves as director of Crane Co. (since 1998). |
Officers
None of the officers listed below have received compensation from the Income Fund or Income Trust. All of the officers of the Income Fund and Income Trust may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302.
Name and
|
|
Current Position
|
|
Length of Service
|
|
Principal Occupation
|
|
|
|
|
|
|
|
Robert
S. Dow
|
|
Chief Executive Officer and Chairman |
|
Elected in 1996 |
|
Senior Partner since 2007 and Chief Executive Officer of Lord Abbett since 1996; formerly Managing Partner of Lord Abbett (1996-2007). |
|
|
|
|
|
|
|
Daria L.
Foster
|
|
President |
|
Elected in 2006 |
|
Managing Partner since 2007; formerly Director of Marketing and Client Service of Lord Abbett (1990-2007). |
|
|
|
|
|
|
|
Robert I. Gerber
|
|
Executive Vice President |
|
Elected in 2007 |
|
Partner and Chief Investment Officer; formerly Director of Taxable Fixed Income Management, joined Lord Abbett in 1997. |
|
|
|
|
|
|
|
Peter Scott Smith
|
|
Executive Vice President |
|
Elected in 2000 |
|
Investment Manager, joined Lord Abbett in 1992. |
13
Name and
|
|
Current Position
|
|
Length of Service
|
|
Principal Occupation
|
|
|
|
|
|
|
|
Daniel S. Solender
|
|
Executive Vice President |
|
Elected in 2006 |
|
Director of Municipal Bond Management, joined Lord Abbett in 2006; formerly a Vice President and Portfolio Manager at Nuveen Investments (1991- 1993 and 2003 - 2006) prior thereto Principal and Portfolio Manager at Vanguard Group from (1999 - 2003). |
|
|
|
|
|
|
|
James
Bernaiche
|
|
Chief Compliance Officer |
|
Elected in 2004 |
|
Chief Compliance Officer, joined Lord Abbett in 2001. |
|
|
|
|
|
|
|
Joan A.
Binstock
|
|
Chief Financial Officer and Vice President |
|
Elected in 1999 |
|
Partner and Chief Operations Officer, joined Lord Abbett in 1999. |
|
|
|
|
|
|
|
John K. Forst
|
|
Vice President and Assistant Secretary |
|
Elected in 2005 |
|
Deputy General Counsel, joined Lord Abbett in 2004; Managing Director and Associate General Counsel at New York Life Investment Management LLC (2002-2003); attorney at Dechert LLP (2000-2002). |
|
|
|
|
|
|
|
Lawrence H. Kaplan
|
|
Vice President and Secretary |
|
Elected in 1997 |
|
Partner and General Counsel, joined Lord Abbett in 1997. |
|
|
|
|
|
|
|
A. Edward Oberhaus, III
|
|
Vice President |
|
Elected in 1996 |
|
Partner and Director of Equity Trading, joined Lord Abbett in 1983. |
|
|
|
|
|
|
|
Lawrence
B. Stoller
|
|
Vice President and Assistant Secretary |
|
Elected in 2007 |
|
Senior Deputy General Counsel, joined Lord Abbett in 2007; formerly, Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. |
|
|
|
|
|
|
|
Bernard J. Grzelak
|
|
Treasurer |
|
Elected in 2003 |
|
Director of Fund Administration, joined Lord Abbett in 2003; formerly Vice President, Lazard Asset Management LLC. |
Committees
The standing committees of each Board of Directors/Trustees are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contracts Committee.
Each Audit Committee is composed wholly of Directors/Trustees who are not interested persons of the Funds. The members of the Audit Committee are Messrs. Bigelow, Calhoun, Hobbs, and Tullis. The Audit Committee provides assistance to the Board of Directors/Trustees in fulfilling its responsibilities relating to accounting matters, the reporting practices of the Funds, and the quality and integrity of each Funds financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of each 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 quarterly and during the past fiscal year met five times.
Each Proxy Committee is composed 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. The current members of the Proxy Committee are three Independent Directors/Trustees: Messrs. Bush and Neff and Ms. Hill. The Proxy Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in
14
voting securities; and (iii) meet 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. During the past fiscal year, the Proxy Committee met twice.
Each Nominating and Governance Committee is composed of all the 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/Trustees and as committee members; and (ii) periodically reviewing director/trustee compensation. During the past fiscal year, the Nominating and Governance Committee met five times. The Nominating and Governance Committee has adopted policies with respect to its consideration of any individual recommended by a Funds shareholders to serve as an Independent Director/Trustee. A shareholder who would like to recommend a candidate may write to the applicable Fund.
Each Contracts Committee consists of all Directors/Trustees who are not interested persons of the Funds. The Contracts Committee conducts much of the factual inquiry undertaken by the Directors/Trustees in connection with the Boards annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. The Contracts Committee held one formal meeting during the last fiscal year; in addition, members of the Committee conducted inquiries into the portfolio management approach and results of Lord Abbett, and reported the results of those inquiries to the Nominating and Governance Committee.
Compensation Disclosure
The following table summarizes the compensation paid to each of the Directors/Trustees by the Income Fund and Income Trust and by all Lord Abbett-sponsored funds.
The second column of the following table sets forth the compensation accrued by the Income Fund for independent Directors/Trustees. The third column of the following table sets forth the compensation accrued by the Income Trust for independent Directors/Trustees. The fourth column sets forth the total compensation paid by all Lord Abbett-sponsored funds to the independent Directors/Trustees, and amounts payable but deferred at the option of the Director/Trustee. No Director/Trustee of the Funds associated with Lord Abbett, and no officer of the Funds, received any compensation from the Funds for acting as a director/trustee or officer.
Name of
|
|
For the Fiscal Year Ended
|
|
For the Fiscal Year Ended
|
|
For the Year Ended
|
|
|||
|
|
|
|
|
|
|
|
|||
E. Thayer Bigelow |
|
$ |
4,841 |
|
$ |
8,664 |
|
$ |
204,393 |
|
William H.T. Bush |
|
$ |
5,901 |
|
$ |
9,262 |
|
$ |
207,262 |
|
Robert B. Calhoun, Jr. |
|
$ |
14,427 |
|
$ |
13,411 |
|
$ |
233,333 |
|
Julie A. Hill |
|
$ |
6,994 |
|
$ |
9,822 |
|
$ |
229,381 |
|
Franklin W. Hobbs |
|
$ |
13,036 |
|
$ |
12,462 |
|
$ |
209,333 |
|
Thomas J. Neff |
|
$ |
12,272 |
|
$ |
12,062 |
|
$ |
207,333 |
|
James L.L. Tullis |
|
$ |
5,440 |
|
$ |
9,220 |
|
$ |
206,143 |
|
(1) Independent Director/Trustees fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett-sponsored funds based on the net assets of each Fund. A portion of the fees payable by the Funds to the Independent Directors/Trustees may be deferred at the option of a Director/Trustee under an equity-based plan (the equity-based plan) that deems the deferred amounts to be invested in shares of the funds for later distribution to the Directors/Trustees. In addition, $25,000 of each Director/Trustees retainer must be deferred and is deemed invested in shares of the Funds and other Lord Abbett-sponsored funds under the equity-based plan. Of the amounts shown in the first column, the total deferred amounts for the Directors were $374, $1,879, $14,427 $3,492, $13,036, $12,272, and $1,039, respectively. Of the amounts shown in the second column, the total deferred amounts for the Trustees were $4,113, $5,153, $13,411, $6,218, $12,462, $12,062, and $4,718, respectively.
(2) The third column shows aggregate compensation, including the types of compensation described in the first column, accrued by all Lord Abbett-sponsored funds during the year ended December 31, 2007, including fees Directors/Trustees have chosen to defer.
15
The following chart provides certain information about the dollar range of equity securities beneficially owned by each Director/Trustee in each Fund and other Lord Abbett-sponsored funds as of December 31, 2007. The amounts shown include deferred compensation 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 Funds.
Name of Fund |
|
Robert S. Dow |
|
E. Thayer Bigelow |
|
William H.T. Bush |
|
Robert B. Calhoun, Jr. |
|
|
|
|
|
|
|
|
|
|
|
National |
|
None |
|
$ 1-$10,000 |
|
$10,001-$50,000 |
|
$10,001-$50,000 |
|
California |
|
None |
|
$ 1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Connecticut |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
Hawaii |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Missouri |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
New Jersey |
|
Over $100,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
New York |
|
Over $100,000 |
|
$ 1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Intermediate |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
Georgia |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Pennsylvania |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity Securities in Lord Abbett-Sponsored Funds |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
|
Name of Fund |
|
Daria L. Foster |
|
Julie A. Hill |
|
Franklin W. Hobbs |
|
Thomas J. Neff |
|
James L.L. Tullis |
|
|
|
|
|
|
|
|
|
|
|
|
|
National |
|
None |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Over $100,000 |
|
$1-$10,000 |
|
California |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$50,001-$100,00 |
|
$1-$10,000 |
|
Connecticut |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
$1-$10,000 |
|
Hawaii |
|
None |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
$10,001-$50,000 |
|
$1-$10,000 |
|
Missouri |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
$1-$10,000 |
|
New Jersey |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
$1-$10,000 |
|
New York |
|
Over $100,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
$1-$10,000 |
|
Intermediate |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
Georgia |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
Pennsylvania |
|
None |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
$1-$10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity Securities in Lord Abbett-Sponsored Funds |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
|
The directors, trustees and officers of Lord Abbett-sponsored 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 Income Funds and Income Trusts Code of Ethics which complies, in substance, with Rule 17j-1 under the Act and each of the recommendations of the Investment Company Institutes Advisory Group on Personal Investing. 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-sponsored fund or Lord Abbett-managed account considers a trade or trades in such security, (2) profiting on trades of the same security within 60 days, (3) trading on material and non-public information, and (4) engaging in market timing activities with respect to the Lord
16
Abbett-sponsored funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors and trustees of each Lord Abbett-sponsored fund to the extent contemplated by the 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 Committees general oversight. Lord Abbett has adopted its own proxy voting policies and procedures for this purpose. A copy of Lord Abbetts 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 30th, no later than August 31st of each year. The Funds Form N-PX filing is available on the SECs website at www.sec.gov. The Funds also have made this information available, without charge, on Lord Abbetts website at www.lordabbett.com.
4.
Control Persons and Principal Holders of Securities
As of January 4, 2008, the Funds officers and Directors, as a group, owned less than 1% of each class of the Funds outstanding shares. As of January 4, 2008, to the best of our knowledge, the following record holders owned more than 5% of the Funds outstanding Class A, B, C, F or P shares:
National Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
38.38 |
% |
201 Progress Pkwy |
|
Class B: |
|
32.52 |
% |
Maryland Hts, MO 63043-3009 |
|
Class C: |
|
9.55 |
% |
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
5.38 |
% |
333 West 34 th Street 3 rd Floor |
|
Class B: |
|
6.39 |
% |
New York, NJ 10001-2402 |
|
Class C: |
|
7.60 |
% |
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
9.17 |
% |
for the Sole Benefit of its Customers |
|
Class B: |
|
29.34 |
% |
4800 Deer Lake Dr. E. Fl. 3 |
|
Class C: |
|
47.49 |
% |
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
California Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
17.47 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
11.44 |
% |
333 West 34 th Street 3 rd Floor |
|
Class C: |
|
13.48 |
% |
New York, NY 10001-2402 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
7.14 |
% |
for the Sole Benefit of its Customers |
|
Class C: |
|
49.29 |
% |
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley DW |
|
Class A: |
|
11.54 |
% |
3 Harborside Plaza 6 th Fl |
|
|
|
|
|
Jersey City, NJ 07311-3907 |
|
|
|
|
|
17
Connecticut Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
9.21 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
18.75 |
% |
333 West 34 th Street 3 rd Floor |
|
|
|
|
|
New York, NY 10001-2402 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
13.67 |
% |
for the Sole Benefit of its Customers |
|
|
|
|
|
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
Hawaii Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
13.36 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
13.29 |
% |
333 West 34 th Street 3 rd Floor |
|
|
|
|
|
New York, NY 10001-2402 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
16.02 |
% |
for the Sole Benefit of its Customers |
|
|
|
|
|
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley DW |
|
Class A: |
|
24.89 |
% |
3 Harborside Plaza 6 th Fl |
|
|
|
|
|
Jersey City, NJ 07311-3907 |
|
|
|
|
|
|
|
|
|
|
|
Missouri Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
62.63 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
New Jersey Fund |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
11.09 |
% |
333 West 34 th Street 3 rd Floor |
|
|
|
|
|
New York, NY 10001-2402 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
|
|
|
|
for the Sole Benefit of its Customers |
|
Class A: |
|
9.49 |
% |
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
New York Fund |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
10.46 |
% |
333 West 34 th Street 3 rd Floor |
|
Class C: |
|
22.64 |
% |
New York, NY 10001-2402 |
|
|
|
|
|
18
MLPF&S |
|
Class A: |
|
11.40 |
% |
for the Sole Benefit of its Customers |
|
Class C: |
|
50.43 |
% |
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
Intermediate Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
27.20 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
42.53 |
% |
for the Sole Benefit of its Customers |
|
|
|
|
|
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc. |
|
Class B: |
|
6.64 |
% |
7853 Gunn Highway # 394 |
|
|
|
|
|
Tampa FL 33626-1611 |
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett & Co. LLC |
|
Class F*: |
|
100 |
% |
90 Hudson Street |
|
Class P: |
|
100 |
% |
Jersey City, NJ 07302-3900 |
|
|
|
|
|
|
|
|
|
|
|
Georgia Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
56.86 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc. |
|
Class A: |
|
5.92 |
% |
333 West 34 th Street 3 rd Floor |
|
|
|
|
|
New York, NY 10001-2402 |
|
|
|
|
|
|
|
|
|
|
|
MLPF&S |
|
Class A: |
|
9.26 |
% |
for the Sole Benefit of its Customers |
|
|
|
|
|
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett & Co. LLC |
|
Class F*: |
|
100 |
% |
90 Hudson Street |
|
|
|
|
|
Jersey City, NJ 07302-3900 |
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Fund |
|
|
|
|
|
|
|
|
|
|
|
Edward Jones & Co. |
|
Class A: |
|
13.04 |
% |
201 Progress Pkwy |
|
|
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
* Class F shares became effective with the SEC on 9/14/2007 and first became available to the public on 10/01/2007. As of January 4, 2008, Lord Abbett owned approximately 100% of the outstanding shares of Class F. It is anticipated that over time this percentage will decrease.
19
Shareholders owning 25% or more of outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders. As of January 4, 2008, to the best of our knowledge, the following record holders held 25% or more the Funds outstanding shares:
Edward Jones & Co. |
|
|
|
201 Progress Pkwy |
|
|
|
Maryland Hts, MO 63043-3009 |
|
|
|
|
|
|
|
Georgia Fund |
|
56.9 |
% |
Missouri Fund |
|
62.6 |
% |
National Fund |
|
36 |
% |
|
|
|
|
MLPF&S |
|
|
|
for the Sole Benefit of its Customers |
|
|
|
4800 Deer Lake Dr. E. Fl. 3 |
|
|
|
Jacksonville, FL 32246-6484 |
|
|
|
|
|
|
|
Intermediate Tax Free |
|
27.80 |
% |
5.
As described under Management in the Prospectus, Lord Abbett is the Income Funds and Income Trusts investment adviser. The following partners of Lord Abbett are also officers and/or Directors/Trustees of the Income Fund and Income Trust: Joan A. Binstock, Robert I. Gerber, Lawrence H. Kaplan and A. Edward Oberhaus, III. Robert S. Dow and Daria L. Foster are partners of Lord Abbett and officers and Directors/Trustees of the Income Fund and Income Trust. The other partners of Lord Abbett are: Robert J. Ball, Bruce L. Bartlett, Michael Brooks, Zane E. Brown, Patrick Browne, John F. Corr, Sholom Dinsky, Milton Ezrati, Robert P. Fetch, Daniel H. Frascarelli, Kenneth G. Fuller, Michael S. Goldstein, Michael A. Grant, Howard E. Hansen, Gerard Heffernan, Charles Hofer, Cinda C. Hughes, Ellen G. Itskovitz, Jerald M. Lanzotti, Richard C. Larsen, Robert A. Lee, Maren Lindstrom, Gregory M. Macosko, Thomas Malone, Charles Massare, Jr., Vincent J. McBride, Paul L. McNamara, Robert J. Noelke, F. Thomas OHalloran, R. Mark Pennington, Walter H. Prahl, Michael L. Radziemski, Eli M. Salzmann, Harold E. Sharon, Douglas B. Sieg, Richard D. Sieling, Michael T. Smith, Jarrod R. Sohosky, Diane Tornejal, Christopher J. Towle, Edward K. von der Linde and Marion Zapolin. The address of each partner is 90 Hudson Street, Jersey City, NJ 07302-3973.
Under the Management Agreement between Lord Abbett and the Income Fund and Income Trust, each Fund pays Lord Abbett a monthly fee, based on average daily net assets for each month as stated below. For the National Fund, New York Fund, California Fund and Intermediate Fund, this fee is allocated among the classes based on the classes proportionate share of such average daily net assets.
Lord Abbett is entitled to an annual management fee based on each Funds average daily net assets. The fee is calculated daily and payable monthly. The management fee for each Fund except the Intermediate 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 average daily net assets over $2 billion.
Lord Abbett is entitled to an annual management fee based on the Intermediate Funds average daily net assets. The fee is calculated daily and payable monthly at the following annual rates:
20
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.
For the period from February 1, 2008 through January 31, 2009, Lord Abbett contractually agreed to reimburse a portion of each Funds expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) so that each Funds Net Expenses (with the exception of the Intermediate Fund) do not exceed an aggregate annualized rate of 0.95% of average daily net assets for Class A shares, 1.60% of average daily net assets for Class B and C shares, 0.70% of average daily net assets for Class F shares, and 1.05% of average daily net assets for Class P shares.
For the period from February 1, 2008 through January 31, 2009, Lord Abbett contractually agreed to reimburse a portion of the Intermediate Funds expenses so that the Funds Total Annual Operating Expenses do not exceed an aggregate annualized rate of 0.25% of average daily net assets for Class A shares, 1.00% of average daily net assets for Class B and C shares, 0.10% of average daily net assets for Class F shares, and 0.45% of average daily net assets for Class P shares.
Although not obligated to do so, Lord Abbett may waive all or a portion of its management fees and may assume other expenses of the Fund.
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.
As of September 30, 2007, other expenses reimbursed by Lord Abbett and not repaid were $518,443, $5,251, $323,230, $225,071, $186,699, $82,642, $381,748, $157,605, $317,882 and $116,500 for the National Fund, California Fund, Connecticut Fund, Hawaii Fund, Missouri Fund, New Jersey Fund, New York Fund, Intermediate Fund, Georgia Fund, and Pennsylvania Fund, respectively.
As of September 30, 2006, other expenses reimbursed by Lord Abbett and not repaid were $8, $5,472, $403,121, $197,886, $610,328, $153,337, $731,445, $160,806, $502,691, and $247,047 for the National Fund, California Fund, Connecticut Fund, Hawaii Fund, Missouri Fund, New Jersey Fund, New York Fund, Intermediate Fund, Georgia Fund, and Pennsylvania Fund, respectively.
The management fees payable to, waived by and collected by Lord Abbett for the past three fiscal years ended September 30 th were as follows:
|
|
Year Ended September 30, 2007 |
|
|||||||
FUND |
|
Gross Management Fees |
|
Management Fees Waived |
|
Net Management Fees |
|
|||
|
|
|
|
|
|
|
|
|||
National |
|
$ |
2,616,611 |
|
|
|
$ |
2,616,611 |
|
|
California |
|
$ |
770,374 |
|
|
|
$ |
770,374 |
|
|
Connecticut |
|
$ |
520,749 |
|
|
|
$ |
520,749 |
|
|
Hawaii |
|
$ |
434,845 |
|
|
|
$ |
434,845 |
|
|
Missouri |
|
$ |
718,902 |
|
|
|
$ |
718,902 |
|
|
New Jersey |
|
$ |
587,303 |
|
|
|
$ |
587,303 |
|
|
New York |
|
$ |
1,162,206 |
|
|
|
$ |
1,162,206 |
|
|
Intermediate |
|
$ |
58,146 |
|
$ |
58,146 |
|
$ |
0 |
|
Georgia |
|
$ |
583,684 |
|
|
|
$ |
583,684 |
|
|
Pennsylvania |
|
$ |
425,904 |
|
|
|
$ |
425,904 |
|
|
|
|
Year Ended September 30, 2006 |
|
||||||
FUND |
|
Gross Management Fees |
|
Management Fees Waived |
|
Net Management Fees |
|
||
|
|
|
|
|
|
|
|
||
National |
|
$ |
2,556,940 |
|
|
|
$ |
2,556,940 |
|
California |
|
$ |
796,993 |
|
|
|
$ |
796,993 |
|
Connecticut |
|
$ |
415,276 |
|
|
|
$ |
415,276 |
|
21
|
|
Year Ended September 30, 2006 |
|
|||||||
FUND |
|
Gross Management Fees |
|
Management Fees Waived |
|
Net Management Fees |
|
|||
Hawaii |
|
$ |
371,919 |
|
|
|
$ |
371,919 |
|
|
Missouri |
|
$ |
717,144 |
|
|
|
$ |
717,144 |
|
|
New Jersey |
|
$ |
599,958 |
|
|
|
$ |
599,958 |
|
|
New York |
|
$ |
1,082,386 |
|
|
|
$ |
1,082,386 |
|
|
Intermediate |
|
$ |
47,543 |
|
$ |
(47,543 |
) |
|
|
|
Georgia |
|
$ |
489,108 |
|
|
|
$ |
489,108 |
|
|
Pennsylvania |
|
$ |
427,724 |
|
|
|
$ |
427,724 |
|
|
|
|
Year Ended September 30, 2005 |
||||||||
FUND |
|
Gross Management Fees |
|
Management Fees Waived |
|
Net Management Fees |
|
|||
|
|
|
|
|
|
|
|
|||
National |
|
$ |
2,593,332 |
|
|
|
$ |
2,593,332 |
|
|
California |
|
$ |
810,980 |
|
|
|
$ |
810,980 |
|
|
Connecticut |
|
$ |
409,866 |
|
|
|
$ |
409,866 |
|
|
Hawaii |
|
$ |
323,215 |
|
|
|
$ |
323,215 |
|
|
Missouri |
|
$ |
717,448 |
|
|
|
$ |
717,448 |
|
|
New Jersey |
|
$ |
631,825 |
|
|
|
$ |
631,825 |
|
|
New York |
|
$ |
1,113,906 |
|
|
|
$ |
1,113,906 |
|
|
Intermediate |
|
$ |
43,143 |
|
$ |
(43,143 |
) |
|
|
|
Georgia |
|
$ |
425,450 |
|
|
|
$ |
425,450 |
|
|
Pennsylvania |
|
$ |
441,369 |
|
|
|
$ |
441,369 |
|
|
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 the Funds. Under the Agreement, each Fund pays Lord Abbett a monthly fee, based on average daily net assets for each month, at an annual rate of 0.04%. This fee is allocated among the classes of shares of each Fund based on average daily net assets.
The administrative service fees paid to Lord Abbett by each Fund for the fiscal years ended September 30 th were as follows:
Fund |
|
2007 |
|
2006 |
|
2005 |
|
|||
|
|
|
|
|
|
|
|
|||
National |
|
$ |
232,588 |
|
$ |
227,283 |
|
$ |
230,518 |
|
California |
|
$ |
68,478 |
|
$ |
70,844 |
|
$ |
72,087 |
|
Connecticut |
|
$ |
46,289 |
|
$ |
36,914 |
|
$ |
36,432 |
|
Hawaii |
|
$ |
38,653 |
|
$ |
33,060 |
|
$ |
28,730 |
|
Missouri |
|
$ |
63,902 |
|
$ |
63,746 |
|
$ |
63,773 |
|
New Jersey |
|
$ |
52,205 |
|
$ |
53,330 |
|
$ |
56,162 |
|
New York |
|
$ |
103,307 |
|
$ |
96,212 |
|
$ |
99,014 |
|
Intermediate |
|
$ |
5,815 |
|
$ |
4,754 |
|
$ |
4,314 |
|
Georgia |
|
$ |
51,883 |
|
$ |
43,476 |
|
$ |
37,818 |
|
Pennsylvania |
|
$ |
37,858 |
|
$ |
38,020 |
|
$ |
39,233 |
|
Investment Managers
As stated in the Prospectus, Lord Abbett uses a team of investment managers and analysts acting together to manage the investments of each Fund.
Daniel S. Solender heads the investment management team and Peter Scott Smith is a senior team member. Messrs. Solender and Smith are primarily and jointly responsible for the day-to-day management of these Funds.
The following table indicates for each Fund as of September 30, 2007: (1) the number of other accounts managed by each investment manager who is primarily and/or jointly responsible for the day-to-day management of that Fund within certain categories of investment vehicles; and (2) the total assets in such accounts managed within each category. For each of the
22
categories a footnote to the table also provides the number of accounts and the total assets in the accounts with respect to which the management fee is based on the performance of the account. Included in the Registered Investment Companies or mutual funds 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 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.)
|
|
|
|
Other Accounts Managed(1) (# and Total Assets) |
|
||||
Fund |
|
Name |
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
|
|
|
|
|
|
|
|
|
|
California Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,442.1 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,442.1 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Connecticut Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,469.2 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,469.2 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Hawaii Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,501.4 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,501.4 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Missouri Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,446.4 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,446.4 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
National Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,000.6 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,000.6 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
New Jersey Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,476.2 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,476.2 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
New York Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,336.6 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,336.6 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Intermediate Tax Free Fund |
|
Daniel S. Solender |
|
15 / $3,583.1 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,583.1 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Georgia Tax Free Trust |
|
Daniel S. Solender |
|
15 / $3,472.7 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,472.7 |
|
0 / $0.0 |
|
0 / $0.0 |
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania Tax Free Trust |
|
Daniel S. Solender |
|
15 / $3,511.2 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
|
|
|
Peter Scott Smith |
|
15 / $3,511.2 |
|
0 / $0.0 |
|
0 / $0.0 |
|
(1) Total assets are in millions.
Conflicts of interest may arise in connection with the investment 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. An investment manager potentially could use information concerning a Funds transactions to the advantage of other accounts and to the detriment of the Funds. 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 for Evaluating Best Execution of Equity Transactions, as well as Trading Practices/Best Execution 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 Abbetts 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
23
Abbetts clients including the Funds. Moreover, Lord Abbetts Statement of Policy and Procedures on Receipt and Use of Inside Information 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 investment managers management of the investments of the Funds and the investments of the other accounts referenced in the table above.
Compensation of Investment Managers
Lord Abbett compensates its investment managers on the basis of salary, bonus and profit sharing plan contributions. The level of compensation takes into account the investment managers experience, reputation and competitive market rates.
Fiscal year-end bonuses, which can be a substantial percentage of base level compensation, are determined after an evaluation of various factors. These factors include the investment managers investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns, and similar factors. Investment results are evaluated based on an assessment of the investment managers three- and five-year investment returns on a pre-tax basis vs. both the appropriate style benchmarks and the appropriate peer group rankings. 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 investment managers assets under management, the revenues generated by those assets, or the profitability of the investment managers unit. Lord Abbett does not manage hedge funds. Lord Abbett may designate a bonus payment of a manager for participation in the firms senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plans earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses investment managers on the impact their funds 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 an investment managers profit-sharing account are based on a percentage of the investment managers 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-sponsored funds.
Holdings of Investment Managers
The following table indicates for each Fund the dollar range of shares beneficially owned by each investment manager who is primarily and/or jointly responsible for the day-to-day management of that Fund, as of September 30, 2007. This table includes the value of shares beneficially owned by such investment managers through 401(k) plans and certain other plans or accounts, if any.
|
|
|
|
|
|
Dollar Range of Shares in the Funds |
|
||||||||||
Fund |
|
Name |
|
None |
|
$1-
|
|
$10,001-
|
|
$50,001-
|
|
$100,001-
|
|
$500,001-
|
|
Over
|
|
New Jersey |
|
Daniel S. Solender |
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
Tax Free Fund |
|
Peter Scott Smith |
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Funds in Municipal Income |
|
Daniel S. Solender |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund and Trust |
|
Peter Scott Smith |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Underwriter
Lord Abbett Distributor LLC, 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, 801 Pennsylvania Avenue, Kansas City, MO 64105, is each Funds 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 Funds net asset value.
24
Transfer Agent
DST Systems, Inc., 210 West. 10 th St., Kansas City, MO 64106, serves as the transfer agent and dividend disbursing agent pursuant to a Transfer Agency Agreement for the Funds.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP, Two World Financial Center New York, NY 10281, is the independent registered public accounting firm of the Funds and must be approved at least annually by the Funds 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.
6.
Brokerage Allocations and Other Practices
It is Lord Abbetts and the Funds policy to obtain best execution on all portfolio transactions, which means that Lord Abbett and the Funds select broker-dealers on the basis of their professional capability to execute each Funds portfolio transactions at the most favorable prices, considering all costs of the transaction, including dealer markups and markdowns.
To the extent permitted by law, a Fund, if considered advantageous, may make a purchase from or sale to another Lord Abbett-sponsored fund without the intervention of any broker-dealer. Trades are executed only when they are dictated by investment decisions by Lord Abbett to cause the Lord Abbett-sponsored funds to purchase or sell portfolio securities. Purchases from underwriters of newly-issued securities for inclusion in the Funds portfolio usually will include a concession paid to the underwriter by the issuer, and purchases from dealers serving as market makers will include the spread between the bid and asked prices.
Lord Abbett allocates the securities in a manner it determines to be fair to all portfolios over time. Lord Abbett may seek to combine or batch purchases or sales of a particular security placed at the same time for similarly situated portfolios, including the Funds, to facilitate best execution and to reduce other transaction costs, if relevant. Each portfolio that participates in a particular batched purchase or sale, including the Funds, will do so at the same price. Lord Abbett generally allocates securities purchased or sold in a batched transaction among participating portfolios in proportion to the size of the purchase or sale placed for each portfolio (i.e., pro-rata). Lord Abbett, however, may increase or decrease the amount of a security allocated to one or more portfolios if necessary to avoid holding odd-lot or a small amount of a particular security in a portfolio. In addition, if Lord Abbett is unable to execute fully a batched transaction, and determines that it would be impractical to allocate a small amount of the security on a pro-rata basis among the portfolios, or, in circumstances under which the relative holdings of some portfolios require an allocation other than pro-rata (e.g., cash from a new portfolio being initially invested, an existing portfolio raising cash, or other circumstances under which a portfolio is over- or under-weighted in one or more holdings relative to other similarly managed portfolios), Lord Abbett allocates the securities fairly as stated above. At times, Lord Abbett is not able to batch purchases and sales for all accounts or products it is managing, such as when a limited amount of a particular security is available from only one or a limited number of broker-dealers.
Total Brokerage Commissions Paid to Independent Broker-Dealers
The total brokerage commissions on transactions of securities paid to independent broker dealers were as follows for the past three fiscal years ended September 30 th :
Fund |
|
2007 |
|
2006 |
|
2005 |
|
|||
Municipal Income Fund |
|
$ |
17,696 |
|
$ |
15,142 |
|
$ |
0 |
|
Municipal Income Trust |
|
$ |
40,350 |
|
$ |
11,032 |
|
$ |
0 |
|
7.
Classes of Shares
Each Fund offers investors different classes of shares as described in this SAI . 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. You should read this section carefully to determine which class represents the best investment option for your particular situation.
25
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. 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 independent registered public accounting firms, the approval of a contract with a principal underwriter and the election of directors/ trustees from the separate voting requirements.
Each Fund does not hold annual meetings of shareholders unless one or more matters are required to be acted on by shareholders under the Act. Under the Income Trusts Declaration and Agreement of Trust (Declaration), shareholder meetings may be called at any time by certain officers of the Income Trust or by a majority of the Directors/Trustees (i) for the purpose of taking action upon any matter requiring the vote or authority of a Funds shareholders or upon other matters deemed to be necessary or desirable or (ii) upon the written request of the holders of at least one-quarter of the Funds outstanding shares and entitled to vote at the meeting. The Income Funds By-Laws provide that the Income 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 stock of the Income Fund outstanding and entitled to vote at the meeting. A special meeting may be held if called by the Chairman of the Board, by a majority of the Board of Directors, or by shareholders holding at least one quarter of the stock of the Income Fund outstanding and entitled to vote at the meeting.
Shareholder Liabilit y. Delaware law provides that Income Trusts shareholders shall be entitled to the same limitations of personal liability extended to stockholders of private for profit corporations. The courts of some states, however, may decline to apply Delaware law on this point. The Declaration of Trust contains an express disclaimer of shareholder liability for the acts, obligations, or affairs of the Income Trust and requires that a disclaimer be given in each contract entered into or executed by the Income Trust. The Declaration provides for indemnification out of the Income Trusts property of any shareholder or former shareholder held personally liable for the obligations of the Income Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect and the portfolio is unable to meet its obligations. Lord Abbett believes that, in view of the above, the risk of personal liability to shareholders is extremely remote.
Under the Declaration of Trust, the Trustees may, without shareholder vote, cause the Income Trust to merge or consolidate into, or sell and convey all or substantially all of, the assets of the Income Trust to one or more trusts, partnerships or corporations, so long as the surviving entity is an open-end management investment company that will succeed to or assume the Income Trusts registration statement. In addition, the Trustees may, without shareholder vote, cause the Income Trust to be incorporated under Delaware law.
Derivative actions on behalf of the Income Trust may be brought only by shareholders owning not less than 50% of the then outstanding shares of the Income Trust.
Class A Shares. If you buy Class A shares, you pay an initial sales charge on investments of less than $1 million or on investments for Retirement and Benefit Plans with less than 100 eligible employees or on investments that do not qualify under the other categories listed under Net Asset Value Purchases of Class A Shares. If you purchase Class A shares as part of an investment of at least $1 million (or for certain Retirement and Benefit Plans) in shares of one or more Lord Abbett-sponsored funds, you will not pay an initial sales charge, but, subject to certain exceptions, if you redeem any of those shares on or before the 12 th month after the month in which you bought them, you may pay a contingent deferred sales charge (CDSC) of 1%. Class A shares are subject to service and distribution fees at an annual rate of 0.20% of the average daily net asset value of the Class A shares. Other potential fees and expenses related to Class A shares are described in the Funds 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 will normally 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
26
the average daily net asset value of the Class B shares. Other potential fees and expenses related to Class B shares are described in the Funds Prospectus and below.
Conversions of Class B Shares. The conversion of Class B shares after the eighth anniversary of their purchase is subject to the continuing availability of a private letter ruling from the Internal Revenue Service, or an opinion of counsel or tax adviser, 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 asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.
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 will normally pay a CDSC of 1% to Lord Abbett Distributor. Class C shares are subject to service and distribution fees at a blended rate calculated based on (1) 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 (2) 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. Other potential fees and expenses related to Class C shares are described in the Funds 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 advisers 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 Funds Prospectus and below.
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 asset value of the Class P shares. Class P shares are offered only on a limited basis through certain Financial Intermediaries and Retirement and Benefit Plans. As of October 1, 2007, Class P shares are closed to substantially all new Retirement and Benefit Plans and Fee-Based Programs, except as described in the sections Retirement and Benefit Plan Investors and Fee-Based Program Investors in the Funds Prospectus.
Rule 12b-1 Plan
Class A, B, C, F and P. The Funds have adopted an Amended and Restated Joint Distribution Plan pursuant to Rule 12b-1 under the Act for all of the Funds classes offered in this SAI (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 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 the 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 Boards have concluded that there is a reasonable likelihood that the Plan will benefit each 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. The Plan compensates Lord Abbett Distributor for financing activities primarily intended to sell shares of the Funds. 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 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.
27
The Plan provides that the maximum payments that may be authorized by the Board for Class A shares are 0.50%; for Class P shares, 0.75%; and Class B, Class C, and Class F shares, 1.00%; however, the Board has approved payments of 0.20% for Class A shares, 1.00% for Class B shares, 1.00% for Class C shares, 0.10% for Class F shares, and 0.45% for Class P shares. The Fund 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 Fund to Lord Abbett Distributor pursuant to the Plan for the fiscal year ended September 30, 2007 were as follows:
|
|
Class A |
|
Class B |
|
Class C |
|
Class P |
|
||||
National Fund |
|
$ |
1,384,350 |
|
$ |
256,986 |
|
$ |
422,767 |
|
$ |
|
|
California Fund |
|
$ |
430,035 |
|
$ |
|
|
$ |
144,005 |
|
$ |
|
|
Connecticut Fund |
|
$ |
308,904 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Hawaii Fund |
|
$ |
261,744 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Missouri Fund |
|
$ |
439,767 |
|
$ |
|
|
$ |
|
|
$ |
|
|
New Jersey Fund |
|
$ |
355,054 |
|
$ |
|
|
$ |
|
|
$ |
|
|
New York Fund |
|
$ |
644,479 |
|
$ |
|
|
$ |
184,610 |
|
$ |
|
|
Intermediate Fund |
|
$ |
28,173 |
|
$ |
8,400 |
|
$ |
28,451 |
|
$ |
48 |
|
Georgia Fund |
|
$ |
304,065 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Pennsylvania Fund |
|
$ |
254,386 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Lord Abbett Distributor forwarded such amounts as payments to dealers and other agents under the Plan.
The Plan requires the Boards 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 Boards reasonably request to enable them 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 Income Fund or Income Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (Outside Directors/Trustees), 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 Outside Directors/Trustees. As long as the Plan is in effect, the selection or nomination of Outside Directors/Trustees is committed to the discretion of the Outside Directors/Trustees.
One Director/Trustee, Thomas J. Neff, may be deemed to have an indirect financial interest in the operation of the Plan. Mr. Neff, an Independent Director/Trustee of the Funds, also is a director of Hewitt Associates, Inc. and owns less than 0.01% of the outstanding shares of Hewitt Associates, Inc. Hewitt Associates is a global human resources outsourcing and consulting firm with approximately $2.99 billion in revenue in fiscal 2007. Hewitt Financial Services LLC, a subsidiary of Hewitt Associates, Inc., may receive payments from the Plan of the Fund and/or other Lord Abbett-sponsored funds. In the twelve months ended October 31, 2007, Hewitt Financial Services LLC received 12b-1 payments totaling approximately $459,016 from all of the Lord Abbett-sponsored funds in the aggregate.
Payments made pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority. 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 Outside Directors/Trustees 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 net asset value of the shares at the time of the redemption or the net asset value when the shares were originally purchased, and
28
(ii) will not be imposed on the amount of your account value represented by the increase in net asset value 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 net asset value exceeded the initial purchase price.
Class A Shares . As stated in the Prospectus, subject to certain exceptions, a CDSC of 1% is imposed with respect to those Class A shares (or Class A shares of another Lord Abbett-sponsored fund or series acquired through exchange of such shares) on which a one-time distribution fee of up to 1% has been paid if such shares are redeemed out of the Lord Abbett-sponsored fund within a period of 12 months from the end of the month in which the original sale occurred.
Class B Shares (National and Intermediate Funds only). As stated in the Prospectus, subject to certain exceptions, if Class B shares of the National or Intermediate Fund (or Class B shares of another Lord Abbett-sponsored fund or series acquired through exchange of such shares) are redeemed out of the Lord Abbett-sponsored 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 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
|
|
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 |
|
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 C Shares (National Fund, New York Fund, California Fund, and Intermediate Fund only) . As stated in the Prospectus, subject to certain exceptions, if Class C shares are redeemed for cash 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 lower of cost or the then net asset value of Class C shares redeemed. If such shares are exchanged into the same class of another Lord Abbett-sponsored fund and subsequently redeemed before the first anniversary of their original purchase, the charge also will be collected by Lord Abbett Distributor.
General. The percentage (1% in the case of Class A and C shares and 5% through 1% in the case of Class B shares) used to calculate CDSCs described above for the Class A, B, and C shares is sometimes hereinafter referred to as the Applicable Percentage.
There is no CDSC charged on Class F and P 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 Fund, as well as about fees and/or commissions it charges.
In no event will the amount of the CDSC exceed the Applicable Percentage of the lesser of (i) the net asset value 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
29
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 net asset value, (iii) shares with respect to which no Lord Abbett-sponsored 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 for 12 months from the end of the month in which the original sale occurred (in the case of Class A shares); for six years or more (in the case of Class B shares); and for one year or more (in the case of Class C shares). In determining whether a CDSC is payable, (a) shares not subject to the CDSC will be redeemed before shares subject to the CDSC and (b) of 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 adviser. A Funds 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 adviser 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 Funds 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 recommendations, because each investors 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 Retirement and Benefit Plan (available through certain Financial Intermediaries as Class A or P share investments), or a Fee-Based Program (available through certain Financial Intermediaries as Class A, F, or P share investments), you should discuss with your Financial Intermediary which class of shares is available to you and makes the most sense as an appropriate investment. Please see Other Information About Retirement and Benefit Plans and Fee-Based Programs in the Funds Prospectus.
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 B or C shares for which no initial sales charge is paid. Because of the effect of class-based expenses, your choice should also depend on how much you plan to invest.
Investing for the Short Term. If you have a short-term investment horizon (that is, you plan to hold your shares for not more than six years), you should probably consider purchasing Class A or C shares rather than Class B shares. This is because of the effect of the Class B CDSC if you redeem before the sixth anniversary of your purchase, as well as the effect of the Class B distribution fee on the investment return for that class in the short term. Class C shares might be the appropriate choice (especially for investments of less than $50,000), because there is no initial sales charge on Class C shares, and the CDSC does not apply to amounts you redeem after holding them one year.
However, if you plan to invest more than $50,000 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 distribution 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.
In addition, it may not be suitable for you to place an order for Class B or C shares for Retirement and Benefit Plans with at least 100 eligible employees or for Retirement and Benefit Plans made through Financial Intermediaries that perform participant recordkeeping or other administrative services for the Plans and that have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases. You should discuss this with your financial advisor.
Investing for the Longer Term. If you are investing for the longer term (for example, to provide for future college expenses for your child) and do not expect to need access to your money for seven years or more, Class B shares may be an appropriate
30
investment option, if you plan to invest less than $50,000. If you plan to invest more than $50,000 over the long term, Class A shares will likely be more advantageous than Class B shares or 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 Funds 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, and C shareholders, but not to Class F or P shareholders. Other features (such as Systematic Withdrawal Plans) might not be advisable in non-Retirement and Benefit Plan accounts 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 withdrawals during that year). See Systematic Withdrawal Plan under Automatic Services for Fund Investors 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 the 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 Funds Prospectus.
What About Shares Offered Through Retirement and Benefit Plans or Fee-Based Programs? The Fund may be offered as an investment option in Retirement and Benefit Plans and 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 services. Retirement and Benefit Plan participants may be charged fees for these and other services and 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 Fund, and could reduce your ultimate investment return in Fund shares. For questions about such accounts, contact your sponsor, employee benefits office, plan administrator, or other appropriate organization.
8.
Information concerning how we value Fund shares is contained in the Prospectus under Other Information for Fund Investors Pricing of Fund Shares.
The Boards have adopted policies and procedures that are designed to prevent or stop excessive trading and market timing. Please see the Prospectus under Other Information for Fund Investors Excessive Trading and Market Timing for more information.
Under normal circumstances we calculate each Funds net asset value as of the close of the NYSE on each day that the NYSE is open for trading by dividing our total net assets by the number of shares outstanding at the time of calculation. The NYSE is closed on Saturdays and Sundays and on days when it observes the following holidays New Years 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 last sale price, or, if there is no sale on that day, at the last bid, or, in the case of bonds, in the
31
OTC market if, that market more accurately reflects the market value of the bonds. 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. OTC fixed income securities are valued at prices supplied by independent pricing services, which reflect broker-dealer-supplied valuations and electronic data processing techniques reflecting the mean between the bid and asked prices. Securities for which market quotations are not available are valued at fair market value under procedures approved by the Board as described in the Prospectus.
Information on Purchasing, Exchanging or Redeeming Shares through Retirement and Benefit Plans or Fee Based Programs is provided in the Prospectus. Please consult your Financial Intermediary for more information about how to make transactions through these programs.
Net Asset Value Purchases of Class A Shares. As stated in the Prospectus, our Class A shares may be purchased at net asset value under the following circumstances: (a) purchases of $1 million or more, (b) purchases by Retirement and Benefit Plans with at least 100 eligible employees, (c) purchases for Retirement and Benefit Plans made through Financial Intermediaries that perform participant recordkeeping or other administrative services for the Plans and that have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases, (d) purchases made with dividends and distributions on Class A shares of another Eligible Fund, (e) purchases representing repayment under the loan feature of the Lord Abbett-sponsored prototype 403(b) Plan for Class A shares (f) purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor, (g) purchases made by or on behalf of Financial Intermediaries for clients that pay the Financial Intermediaries fees for services that include investment advisory or management services (including so-called mutual fund wrap account programs), provided that the Financial Intermediaries or their trading agents have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases, (h) purchases by trustees or custodians of any pension or profit sharing plan, or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor, (i) purchases by each Lord Abbett-sponsored funds Directors or Trustees, officers of each Lord Abbett-sponsored fund, employees and partners of Lord Abbett (including retired persons who formerly held such positions and family members of such purchasers), (j) purchases through a broker-dealer for clients that participate in an arrangement with the broker-dealer under which the client pays the broker-dealer a fee based on the total asset value of the clients account for all or a specified number of securities transactions, including purchases of mutual fund shares, in the account during a certain period, or (k) purchases through a broker-dealer for investors that are concurrently selling their holdings in Class B or C shares of a Fund and buying Class A shares of that 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. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may on behalf of the investor or reimburse the investor for 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 net asset value (i) by employees, partners and owners of unaffiliated consultants and advisors to Lord Abbett, Lord Abbett Distributor or Lord Abbett-sponsored funds who consent to such purchase if such persons 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 net asset value 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.
Exchanges. The Prospectus briefly describes the Telephone and Online Exchange Privileges. You may exchange some or all of your shares of any class for those in the same class of: (i) Lord Abbett-sponsored funds currently offered to the public with a sales charge (front-end, back-end or level), (ii) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (GSMMF), or (iii) any authorized institutions affiliated money market fund meeting certain criteria set by Lord Abbett Distributor as to certain omnibus accounts and other criteria, hereinafter referred to as an authorized money market fund or AMMF, to the extent offers and sales may be made in your state. 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.
Shareholders in other Lord Abbett-sponsored funds and AMMFs have the same right to exchange their shares for the corresponding class of each Funds shares. Exchanges are based on relative net asset values on the day instructions are received by each Fund in Kansas City if the instructions are received in proper form prior to the close of the NYSE. No sales
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charges are imposed except in the case of exchanges out of GSMMF or AMMF (unless a sales charge (front-end, back-end or level) was paid on the initial investment in a Lord Abbett-sponsored fund). Exercise of the exchange privilege will be treated as a sale for federal income tax purposes, and, depending on the circumstances, a gain or loss may be recognized. 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.
Shareholders have the exchange privilege unless they refuse it in writing. We reserve the right to modify, restrict or reject any purchase order or exchange request if a Fund or Lord Abbett Distributor determines that it is in the best interest of the Fund and its shareholders. Each Fund is designed for long-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. We can revoke or modify the privilege for all shareholders upon 60 days written notice.
Eligible Funds are AMMF and other Lord Abbett-sponsored funds that are eligible for the exchange privilege, except Lord Abbett Series Fund, Inc. (LASF). The exchange privilege will not be available with respect to any otherwise Eligible Funds the shares of which at the time are not available to new investors of the type requesting the exchange.
The other funds and series that participate in the Telephone and Online Exchange Privileges except (a) GSMMF, (b) certain series of Lord Abbett Municipal Income Fund and Lord Abbett Municipal Income Trust for which the Rule 12b-1 Plan is not yet in effect, and (c) AMMF (collectively, the Non-12b-1 Funds) have instituted a CDSC for each class on the same terms and conditions. No CDSC will be charged on an exchange of shares of the same class between Lord Abbett-sponsored funds or between such funds and AMMF. Upon redemption of shares out of the Lord Abbett-sponsored funds or out of AMMF, the CDSC will be charged on behalf of and paid: (i) to the fund in which the original purchase (subject to a CDSC) occurred, in the case of the Class A shares and (ii) to Lord Abbett Distributor if the original purchase was subject to a CDSC, in the case of the Class B and C shares. Thus, if shares of a Lord Abbett-sponsored fund are exchanged for shares of the same class of another such fund and the shares of the same class tendered (Exchanged Shares) are subject to a CDSC, the CDSC will carry over to the shares of the same class being acquired, including GSMMF and AMMF (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. Although the Non-12b-1 Funds will not pay a distribution fee on their own shares, and will, therefore, not impose their own CDSC, the Non-12b-1 Funds will collect the CDSC (a) on behalf of other Lord Abbett-sponsored funds, in the case of the Class A shares and (b) on behalf of Lord Abbett Distributor, in the case of the Class B and C shares. Acquired Shares held in GSMMF and AMMF that are subject to a CDSC will be credited with the time such shares are held in GSMMF but will not be credited with the time such shares are held in AMMF. Therefore, if your Acquired Shares held in AMMF qualified for no CDSC or a lower Applicable Percentage at the time of exchange into AMMF, that Applicable Percentage will apply to redemptions for cash from AMMF, regardless of the time you have held Acquired Shares in AMMF.
Letter of Intention . Under the terms of the Letter of Intention as described in the Prospectus, Purchasers (as defined in the Prospectus) may invest $ 50,000 or more over a 13-month period in Class A, B, C, and P shares of any Eligible Fund. Such Class A, B, C, and P shares currently owned by you are credited as purchases (at their current offering prices on the date the Letter of Intention is signed) toward achieving the stated investment and reduced initial sales charge for new purchases of Class A shares. Class F shares are not eligible to be combined with other share classes for purposes of calculating the applicable sales charge on Class A share purchases. Class A shares valued at 5% of the amount of intended purchases are escrowed and may be redeemed to cover the additional sales charge payable if the Letter of Intention is not completed. The Letter of Intention is neither a binding obligation on you to buy, nor on the Funds to sell, the full amount indicated.
Rights of Accumulation . As stated in the Prospectus, Purchasers (as defined in the Prospectus) may aggregate their investments in Class A, B, C, and P shares of any Eligible Fund so that a current investment, plus the Purchasers holdings valued at the public offering price, reach a level eligible for a discounted sales charge for Class A shares. Class F shares are not eligible to be combined with other share classes for purposes of calculating the applicable sales charge on Class A share purchases.
Telephone and Online Exchange Privileges. Shares of any class of each Fund may be exchanged for those in the same class of (a) any other Lord Abbett-sponsored fund available to investors at the time of the transaction, except for (i) Lord Abbett Series Fund (LASF) and (ii) certain single-state tax-free series and funds where the exchanging shareholder is a resident of a
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state in which such series or fund is not offered for sale, and (b) any authorized institutions affiliated money market fund meeting certain criteria set by Lord Abbett Distributor as to certain omnibus account and other criteria, hereinafter referred to as an authorized money market fund or AMMF. Class C shares of the Fund may be acquired only by exchange for shares in the same class of any eligible Lord Abbett-sponsored fund or AMMF. Class A and Class B shares of each Fund may be acquired either by such an exchange or by direct purchase.
You or your investment professional, with proper identification, can instruct each Fund to exchange by telephone. If you have direct account access privileges, you may instruct each Fund to exchange your shares by submitting a request online. Exchanges for shares of any eligible Lord Abbett-sponsored fund or AMMF will be based on the relative net asset values of the shares exchanged, without a sales charge in most cases. Class A shares purchased directly from each Fund may be exchanged for Class A, B or C shares of an eligible Lord Abbett-sponsored fund. Therefore, a sales charge will be payable on exchanges for shares of any eligible fund in the Lord Abbett Family of Funds in accordance with the prospectus of that fund if the Class A shares being exchanged were purchased directly from each Fund (not including shares described under Div-Move below). Instructions for the exchange must be received by each Fund in Kansas City before the close of the NYSE to obtain the other funds net asset value per share calculated on that day. Securities dealers may charge for their services in expediting exchange transactions. Before making an exchange you should read the Prospectus of the other Fund which is available from your securities dealer or Lord Abbett Distributor. An exchange is effected through the redemption of Fund shares and the purchase of shares of such other Lord Abbett-sponsored Fund or AMMF. Exercise of the exchange privilege will be treated as a sale for federal income tax purposes, and, depending on the circumstances, a capital gain or loss may be recognized. This privilege may be modified or terminated at any time.
You should not view the exchange privilege as a means for taking advantage of short-term swings in the market, and each Fund reserves the right to terminate or limit the privilege of any shareholder who makes frequent exchanges.
Redemptions. A redemption order is in proper form 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. The signature(s) and any legal capacity of the signer(s) must be guaranteed by an eligible guarantor. See the Prospectus for expedited redemption procedures.
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 a Fund to fairly determine the value of the net assets of its portfolio; or the SEC, by order, so permits.
The Board may authorize redemption of all of the shares in any account in which there are fewer than 25 shares. Before authorizing such redemption, the Board must determine that it is in our economic best interest or necessary to reduce disproportionately burdensome expenses in servicing shareholder accounts. At least 60 days prior written notice will be given before any such redemption, during which time shareholders may avoid redemption by bringing their accounts up to the minimum set by the Board.
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 Eligible Fund. 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. The Systematic Withdrawal Plan (SWP) also is described in the Prospectus. You may establish an 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, except in the case of an SWP established for certain Retirement and Benefit Plans, for which there is no minimum. Lord Abbett prototype retirement plans have no such minimum. With respect to Class B and C shares, the CDSC will be waived on redemptions of up to 12% per year of the current net asset value of your account at the time 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.
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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.
Retirement Plans . The Prospectus indicates the types of retirement plans for which Lord Abbett provides forms and explanations. Lord Abbett makes available the retirement plan forms including 401(k) plans and custodial agreements for IRAs (Individual Retirement Accounts, including Traditional, Education, Roth and SIMPLE IRAs and Simplified Employee Pensions), 403(b) plans and qualified pension and profit-sharing plans. The forms name State Street Bank & Trust Company as custodian and contain specific information about the plans excluding 401(k) plans. Explanations of the eligibility requirements, annual custodial fees and allowable tax advantages and penalties are set forth in the relevant plan documents. Adoption of any of these plans should be on the advice of your legal counsel or qualified tax adviser.
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 agents authorized designee, receives the order. The order will be priced at the Funds net asset value next computed after it is received by the Funds authorized agent, or if applicable, the agents 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 each Funds 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 Fund and/or other Lord Abbett Funds were as follows:
A.G. Edwards & Sons, Inc. |
|
AIG SunAmerica Life Assurance Company |
|
Allstate Life Insurance Company |
|
Allstate Life Insurance Company of New York |
|
B.C. Ziegler and Company |
|
Bank of America |
|
Bodell Overcash Anderson & Co., Inc. |
|
Cadaret, Grant & Co., Inc. |
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Citigroup Global Markets, Inc. |
|
Commonwealth Financial Network |
|
Edward D. Jones & Co., L.P. |
|
Family Investors Company |
|
First SunAmerica Life Insurance Company |
|
Hartford Life and Annuity Insurance Company |
|
Hartford Life Insurance Company |
|
James I. Black & Co. |
|
Janney Montgomery Scott |
|
Linsco/Private Ledger Corp. |
|
Mass Mutual Life Investors Services, Inc. |
|
McDonald Investments Inc. |
|
Merrill Lynch Life Insurance Company |
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
MetLife Securities, Inc. |
|
Morgan Stanley DW, Inc. |
|
Nationwide Investment Services Corporation |
|
PHL Variable Insurance Company |
|
Phoenix Life and Annuity Company |
|
Phoenix Life Insurance Company |
|
Piper Jaffray & Co. |
|
Protective Life Insurance Company |
|
RBC Dain Rauscher |
|
Raymond James & Associates, Inc. |
|
Raymond James Financial Services, Inc. |
|
Sun Life Assurance Company of Canada |
|
Sun Life Insurance and Annuity Company of New York |
|
The Travelers Insurance Company |
|
The Travelers Life and Annuity Company |
|
UBS Financial Services Inc. |
|
Wachovia Securities, LLC |
|
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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 Funds Prospectus for further information.
The Lord Abbett Funds understand that, in accordance with guidance from the U.S. Department of Labor, Retirement and Benefit Plans, sponsors of qualified retirement plans and/or recordkeepers may be required to use the fees they (or, in the case of recordkeepers, their affiliates) receive for the benefit of the Retirement and Benefit Plans or the Investors. This may take the form of recordkeepers passing the fees through to their clients or reducing the clients charges by the amount of fees the recordkeeper receives from mutual funds.
Thomas J. Neff, an Independent Director/Trustee of the Funds, is a director of Hewitt Associates, Inc. and owns less than 0.01% of the outstanding shares of Hewitt Associates, Inc. Hewitt Associates is a global human resources outsourcing and consulting firm with approximately $2.99 billion in revenue in fiscal 2007. Hewitt Associates LLC, a subsidiary of Hewitt Associates, Inc., may receive recordkeeping payments from a Fund and/or other Lord Abbett-sponsored funds. In the twelve months ended October 31, 2007, Hewitt Associates LLC received recordkeeping payments totaling approximately $512,123 from all of the Lord Abbett-sponsored Funds in the aggregate.
Redemptions in Kind. Under circumstances in which it is deemed detrimental to the best interests of each Funds shareholders to make redemption payments wholly in cash, each Fund may pay any portion of a redemption in excess of the lesser of $250,000 or 1% of a Funds net assets by a distribution in kind of readily marketable securities in lieu of cash. Each Fund presently has no intention to make redemptions in kind under normal circumstances, unless specifically requested by a shareholder.
9.
Taxation of the Funds
Each Fund has elected, 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 Internal Revenue Service. If a Fund qualifies as a regulated investment company, 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 does not qualify as a regulated investment company, all of its taxable income will be taxed to the Fund at regular corporate rates and when such income is distributed, such distributions will be further taxed at the shareholder level. Assuming a Fund does qualify as 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 as 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 Funds total assets consists of certain obligations the interest on which is excludible from gross income under Section 103(a) of the Code, the Fund will qualify to pay exempt-interest dividends to its shareholders. Those dividends constitute the portion of aggregate dividends (excluding capital gains) as designated by each Fund, equal to the excess of the Funds 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 recipients federal income tax return.
Each 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. In addition, all exempt-interest dividends may result in or increase a corporate shareholders liability for the federal alternative minimum tax.
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.
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 Funds 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 the Funds dividends will qualify for any dividend-received deduction that might otherwise be available to corporate shareholders.
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Dividends paid by a Fund from its net realized long-term capital gains that are designated 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 shares. The maximum federal income tax rates applicable to net capital gains recognized by individuals and other non-corporate taxpayers are currently (i) the same as ordinary income tax rates for capital assets held for one year or less, and (ii) 15% (0% for certain taxpayers in the 10% or 15% income tax brackets) for capital assets held for more than one year. You should also be aware that the benefits of the long-term capital gains rates may be reduced if you are subject to the alternative minimum tax. Under current law, the reduced federal income tax rates on long-term capital gains will cease to apply to taxable years beginning after December 31, 2010. Capital gains recognized by corporate shareholders are subject to tax at the ordinary income tax rates applicable to corporations.
A Funds net capital losses for any year cannot be passed through to you but can be carried forward for a period of up to eight years to offset the Funds capital gains in those years. 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 as capital gain dividends.
Distributions paid by a Fund that do not constitute dividends because they exceed the Funds current and accumulated earnings and profits 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.
Ordinarily, you are required to take distributions by each 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 generally are taxable events for shareholders that are subject to tax. Shareholders should consult their own tax advisers with reference to their individual circumstances to determine whether any particular transaction in Fund shares is properly treated as a sale for tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. In general, if Fund shares are sold, you will recognize gain or loss equal to the difference between the amount realized on the sale 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 will be disallowed to the extent of the amount of any exempt-interest dividends received. Additionally, 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.
Losses on the sale of Fund shares may be disallowed within a period beginning 30 days before the date of the sale and ending 30 days after the date of the sale, you acquire 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 and the proceeds are reinvested 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 net asset value 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.
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 federal purposes. Pursuant to published guidelines, the Internal Revenue Service 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 advisers 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.
Futures contracts entered into by a Fund on certain securities, may cause the Fund to recognize gains or losses from marking-to-market even though such futures 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.
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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 may also have to be distributed to satisfy the distribution requirements for the Funds 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 futures contracts and/or offsetting positions (portfolio securities or other positions with respect to which the Funds risk of loss is substantially diminished by one or more futures contracts) 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 Funds income and gains or losses and hence of its distributions to you.
The National Fund may invest up to 35%, and each of the other Funds 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 securities, 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.
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 year (or greater amounts over a combination of years), you may be required to file a disclosure statement with the Internal Revenue Service. 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 reportable 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 Funds 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. 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 United States 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 will generally 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 adviser 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 a Fund (other than certain dividends derived from short-term capital gains and qualified interest income of the Fund currently only for taxable years of the Fund
38
commencing prior to January 1, 2008 and only if the Fund chooses to make a specific designation relating to such dividends), and the applicability of U.S. gift and estate taxes.
Because everyones tax situation is unique, you should consult your tax adviser 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 tax rules of the various states of the United States 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 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, certain states may require that a specific percentage of a Funds income be derived from state and/or federal obligations before such dividends may be excluded from state taxable income.
The state tax advantage of owning interests in a single state specific municipal bond fund may be adversely affected if the Supreme Court upholds a Kentucky Court of Appeals decision that is currently under review. The Supreme Court heard oral arguments on the case on November 5, 2007. In its decision, the Kentucky court concluded that a Kentucky statute violated the interstate commerce clause of the federal constitution by allowing Kentucky to exempt interest derived by Kentucky residents from Kentucky state and local obligations while taxing Kentucky residents on interest derived from municipal obligations of other state and local jurisdictions. It is not possible to predict what the Supreme Court will decide, but if the lower courts decision were to be upheld, such a ruling would impact other states with similar statutes because the case arises under the federal constitution. In such a case, Kentucky and other states with similar statutes would be required to treat income derived from all in-state and out-of-state bonds equally by either exempting income derived from all out-of state bonds from a states income tax or taxing income derived from all states municipal bonds. Depending upon the relative yields of each particular states municipal bonds, this might adversely affect single state municipal bond funds by potentially reducing the benefit of investing in a particular states municipal bonds. 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 state or local purposes. 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.
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 Funds taxable year, at least 50% of the value of the Funds total assets must consist of California state or local obligations or federal obligations the interest from which is exempt from California personal income taxation.
Connecticut Fund Dividends derived from interest income on federal obligations are subject to Connecticut personal income tax, unless at the close of each quarter of the Funds taxable year at least 50% of the value of the Funds total assets consist of federal obligations or other obligations with respect to which taxation by Connecticut is prohibited by federal law.
New Jersey Fund For the Fund to qualify to pay exempt-interest dividends for purposes of New Jersey personal income tax at least 80% of the aggregate principal amount of all its 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 United States (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 principal amount of the Funds investments. If the Fund qualifies to pay exempt-interest dividends, all distributions attributable to interest earned on the above obligations will be exempt from New Jersey personal income 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 received by the Fund that are attributable to interest earned on (1) tax-exempt obligations issued by New York State or any political subdivision thereof (including New York City); (2) obligations of the United States and its possessions, but only if, at the close of each quarter of the Funds taxable
39
year, at least 50% of the value of Funds total assets consists of obligations of the United States and its possessions; or (3) obligations of any authority, commission, or instrumentality of the United States to the extent federal law exempts such interest from state income taxation.
10.
Underwriter
Lord Abbett Distributor LLC, 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 Funds have 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 Distributors 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 as follows:
|
|
Year Ended September 30 . |
|
|||||||
|
|
2007 |
|
2006 |
|
2005 |
|
|||
Income Fund |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Gross sales charge |
|
$ |
2,397,998 |
|
$ |
1,948,677 |
|
$ |
2,156,830 |
|
Amount allowed to dealers |
|
$ |
1,975,307 |
|
$ |
1,604,993 |
|
$ |
1,777,524 |
|
Net commission received by Lord Abbett |
|
$ |
422,691 |
|
$ |
343,684 |
|
$ |
379,306 |
|
|
|
|
|
|
|
|
|
|||
Income Trust |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Gross sales charge |
|
$ |
735,629 |
|
$ |
694,683 |
|
$ |
1,072,175 |
|
Amount allowed to dealers |
|
$ |
604,760 |
|
$ |
573,546 |
|
$ |
878,310 |
|
Net commission received by Lord Abbett |
|
$ |
130,869 |
|
$ |
121,137 |
|
$ |
193,865 |
|
In addition, Lord Abbett Distributor, as the Funds principal underwriter, received the following compensation for the fiscal year ended September 30, 2007:
|
|
Brokerage Compensation on
|
|
Commissions in Connection
|
|
Other Compensation |
|
||||||
Income Fund |
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||
Class A |
|
$ |
0 |
|
$ |
0 |
|
$ |
1,204,948.19 |
|
|||
Class B |
|
$ |
0 |
|
$ |
0 |
|
$ |
82.21 |
* |
|||
Class C |
|
$ |
0 |
* |
$ |
0 |
|
$ |
1,192.35 |
* |
|||
Class P |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Income Trust |
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Class A |
|
$ |
0 |
|
$ |
0 |
|
$ |
928,195.97 |
|
|||
Class B |
|
$ |
0 |
|
$ |
0 |
|
$ |
59.32 |
* |
|||
Class C |
|
$ |
0 |
* |
$ |
0 |
|
$ |
1,215.86 |
* |
|||
Class P |
|
$ |
0 |
|
$ |
0 |
|
$ |
101.78 |
|
|||
40
* Excludes 12b-1 payments and CDSC fees received during the first year of the associated investment as repayment of fees advanced by Lord Abbett Distributor to Broker/Dealers at the time of sale.
11.
The financial statements incorporated herein by reference from Lord Abbett Municipal Income Fund, Inc.s and Lord Abbett Municipal Income Trusts 2007 Annual Report to Shareholders have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are 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.
41
APPENDIX A
Moodys describes its ratings for municipal bonds as follows:
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal 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 considered upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to have speculative elements 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 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 of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appen ds 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 .
Standard & Poors describes its ratings for municipal bonds as follows:
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest rated obligations only in small degree. The obligors 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 obligors capacity to meet its financial commitment on the obligation is still strong.
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.
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 obligors inadequate capacity to meet its financial commitment on the obligation.
A-1
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 obligors 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.
C A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
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 describes its ratings for municipal bonds as follows:
Investment Grade
AAA Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case 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 credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB Good credit quality. BBB ratings indicate that there is currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
Speculative Grade
BB Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B Highly speculative.
A-2
For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of R1 (outstanding).
CCC For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of R2 (superior), or R3 (good) or R4 (average).
CC For issuers and performing obligations, default of some kind appears probable.
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of R4 (average) or R5 (below average).
C For issuers and performing obligations, default is imminent.
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average or poor recoveries. Such obligations would possess a Recovery Rating of R6 (poor).
RD Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
D Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; - the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or - the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the B or CCC-C categories.
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published definition of default are the most appropriate ratings to assign.
A-3
RISK FACTORS REGARDING INVESTMENTS IN PUERTO RICO, CALIFORNIA, CONNECTICUT, GEORGIA, HAWAII, MISSOURI, NEW JERSEY, NEW YORK, AND PENNSYLVANIA 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
Each Fund may invest in bonds issued by the Commonwealth of Puerto Rico, its agencies, and instrumentalities.
Puerto Rico continues to face significant fiscal challenges. As of the end of January 2008, Standard & Poors underlying rating on the Commonwealths general obligation debt was BBB- (lowered from BBB in May 2007) and Moodys Investor Service reported that Puerto Ricos general obligation bonds were rated Baa3. Among the reasons for the Commonwealths credit status include an economic recession, a track record of poor budget controls and high debt levels, continuing high unemployment, and high poverty levels compared to the U.S. average. Further, the Commonwealths multi-year trend of large deficits, attributable to overspending and deficit borrowing, and the Commonwealths seriously under-funded pension system present ongoing challenges. Although a new sales tax represents an effort to address deficits, the Commonwealths rating reflects a drop in GNP and personal income, and other potential fiscal challenges as the tax is implemented.
The growth rate of Puerto Ricos economy will likely depend on the state of the U.S. economy and borrowing costs. The decline in the U.S. housing market could affect the Commonwealths economy if this and other national indicators show signs of continued weakness.
The Constitution of Puerto Rico limits the direct obligations of the Commonwealth evidenced by full faith and credit bonds or notes.
CALIFORNIA BONDS
As of January 2008, Californias general obligation debt was assigned a rating of A1 by Moodys and A+ by Standard & Poors. Both agencies view the outlook as stable; however, California faces ongoing fiscal challenges, including slow economic growth, rising debt levels, heavy reliance on borrowing to fund the States deficits, unfunded retiree healthcare and other benefit and pension obligations, and constitutional and political constraints on the states financial flexibility. California also faces increased expenses for education and potential expenses arising from the litigation of various ongoing cases. The State has operated under deficits during recent years, and the state has a projected deficit of $6.1 billion for 2009. The State also relies heavily on tax revenue from volatile sources, including taxes on corporate net income and personal income, which are sensitive to economic conditions, including the recent housing market down turn.
Various constitutional and statutory provisions may result in decreases in State and local revenues and thus affect the ability of issuers of California municipal bonds to meet their financial obligations. Proposition 13, enacted in 1978, constrains the fiscal condition of local governments by limiting ad valorem taxes on real property and restricting the ability of taxing entities to increase real property and other taxes. In 1996, voters approved Proposition 218, which limits the ability of local government agencies to impose or raise various taxes, fees, charges and assessments without voter approval, and clarifies the right of local voters to reduce taxes, fees, assessments, or charges through local initiatives. Proposition 218 is generally viewed as restricting the flexibility of local governments, and consequently has and may further cause reductions in ratings of some cities and counties. The State is also subject to an annual appropriations limit imposed by Article XIII.B of the State Constitution, which prohibits the State from spending the proceeds of tax revenues, regulatory licenses, user charges, or other fees beyond imposed appropriations limits that are adjusted annually based on per capita personal income and changes in population. Revenues that exceed the limitation
B-1
are measured over consecutive two-year periods, and any excess revenues are divided equally between transfers to schools and community colleges and refunds to taxpayers. Certain appropriations, including appropriations for the debt service costs of bonds existing or authorized by January 1, 1979, or subsequently authorized by voters, are not subject to this limitation. Additionally, a two-thirds legislative vote is required to pass the state budget, which has often caused the budget to be passed late.
Local government finances are generally less challenged than the States financials at the moment because Proposition 1A that voters approved in November 2004 limits the States ability to redirect local revenues or impose unfunded mandates. Also, local governments derive revenue from real-estate-based sources, including property taxes and recording taxes and fees when properties transfer. A significant slowing in the real estate market could be a challenge for cities, counties, redevelopment agencies, and other governmental units going forward. Because of various revenue shifts, most school districts in California are more dependent on State funding than was the case in previous years. Proposition 98 protects most school district revenues, but this exposure to the State is still an important credit variable.
The effect of these provisions on the ability of California issuers to pay interest and principal on obligations remains unclear in many cases. In any event, the effect may depend on whether a particular California municipal bond is a general or limited obligation bond (limited obligation bonds generally being less affected by such charges) and on the type of security, if any, provided for the bond. Future amendments to the California Constitution or statutory changes also may affect the ability of the State or local issuers to repay their obligations.
CONNECTICUT BONDS
Long-term concerns persist about Connecticuts large unfunded pension liability debt ratios, slow job growth, high business and living costs, as well as the States below average demographic trends. As of January 2008, the States bond rating remains unchanged, with Standard & Poors and Moodys Investor Service rating the States general obligation bonds AA and Aa3, respectively. Both rating agencies designate the credit outlook for the states long term obligations as stable.
T he States debt ratios are high, with net tax-supported debt among the highest in the nation equal to approximately 8% of total state personal income, or over $3,700 per capita, and a large negative unreserved, undesignated General Fund balance of approximately $1.1 billion. Connecticut faces significant accrued unfunded pension liabilities, slow job growth since the last recession, and a slowing housing market. As a high wealth state, Connecticuts revenues fluctuate with changes in income from capital gains taxes.
Connecticut law limits the indebtedness payable from General Fund tax receipts. In 1992, Connecticut voters approved a constitutional amendment requiring a balanced budget for each year and imposing a cap on the growth of expenditures. The General Assembly cannot authorize an increase in general budget expenditures for any fiscal year above the amount of general budget expenditures for the previous fiscal year by a percentage that exceeds the greater of the average increase in personal income or the Consumer Price Index. There is an exception provided if the governor declares an emergency or the existence of extraordinary circumstances and at least three-fifths of the members of each house of the General Assembly vote to exceed the limit for purposes of such emergency or extraordinary circumstances. Expenditures for the payment of bonds, notes and other evidences of indebtedness are excluded from the constitutional and statutory definitions of general budget expenditures.
GEORGIA BONDS
As of January 2008, Georgias general obligation debt carried AAA ratings with a stable outlook from Standard & Poors and Moodys. Georgias overall debt burden and debt service carrying charges remain low, but the leading sources of revenue for the State in fiscal 2008 are expected to be sales taxes and individual and corporate income taxes, which are volatile and depend on economic conditions. The State also faces financial pressure from the recent housing market downturn, large retiree health benefits liabilities, and increased funding for education that may be increased by litigation.
Various sectors, including manufacturing, remain areas of concern notwithstanding the recent emergence of Delta from bankruptcy proceedings. Rapid growth in population puts stress on the States infrastructure, particularly in the Atlanta
B-2
area, and has encouraged increased borrowing. Personal income per capita in Georgia was last among the states for 2001-2006.
The Georgia Constitution provides that the State cannot incur general obligation or guaranteed revenue debt if debt service on all existing general obligation and guaranteed revenue debt exceeds 10% of total revenue receipts less refunds of the State treasury in the fiscal year immediately preceding the year in which any such debt is to be incurred. The States current debt burden, including general obligation and state-guaranteed debt is moderate and manageable, just above the median for the 50 states according to Moodys.
HAWAII BONDS
Moodys maintained Hawaiis general obligation rating at Aa2 where it has been since May 2005. As of January 2008, Hawaiis general obligation debt is rated AA by Standard & Poors.
Hawaiis economy relies heavily on tourism, a sector that is subject to ongoing concerns in the event of terrorist activity and downturns in the national and international economies. Hawaiis debt burden remains among the nations highest on a per capita basis. Debt servicing continues to strain the States operating budget. Hawaii also faces increased budgetary pressure from salaries and benefits for the large government employment sector, Medicaid spending, low funding of the States retirement system, significant liability for other postemployment benefits, and the States high cost of living.
The Hawaii Constitution provides that general obligation bonds may only be issued by the State if such bonds at the time of issuance will not cause the total amount of principal and interest payable in the current or any future fiscal year, whichever is higher, on such bonds and on all outstanding general obligation bonds, to exceed 20% of the average general fund revenues of Hawaii in the three fiscal years immediately before the issuance.
MISSOURI BONDS
Missouri continues to face significant budgetary pressures. Missouris moderate job growth still has not returned the State to its employment numbers before the last recession. Despite economic diversity, the economy still has significant exposure to the manufacturing industry, which continues to lose jobs (Boeing, Ford, Chrysler and GM are among the States biggest employers). As of January 2008, Missouris general obligation debt carried ratings of Aaa by Moodys and AAA by Standard & Poors , and both agencies assigned the State a stable outlook.
Certain provisions of the Constitution of Missouri could adversely affect payment on Missouri municipal bonds. The State Constitution provides that the General Assembly may issue general obligation bonds without voter approval solely for the purpose of (1) refunding outstanding bonds the refunding bonds to mature not more than twenty-five years from date, (2) upon the recommendation of the Governor, for a temporary liability by reason of unforeseen emergency or of deficiency in revenue in an amount not to exceed $1,000,000 for any one year and to be paid in not more than five years, and (3) for amounts to exceed $1,000,000, upon the meeting of certain additional requirements.
The Constitutions Tax Limitation Amendment imposes limits on the amount of State taxes that may be collected by the State of Missouri in any fiscal year. The details of the Amendment are complex and clarification from subsequent legislation and further judicial decisions may be necessary. Generally, however, if total State revenues exceed the State revenue limit by more than 1% in any fiscal year, the State is required to refund the excess. The revenue limit can only be exceeded if the General Assembly approves by a two-thirds vote of each House an emergency declaration by the Governor. Revenues have exceeded the limit in the past triggering an income tax refund liability under the Constitution. The burdens of complying with the Amendment are complex and reduce the states overall fiscal flexibility. As a result, any additional contribution to fiscal discipline imposed by the Amendment could be outweighed by the accompanying costs.
To the extent that the payment of general obligation bonds issued by the State of Missouri or a unit of local government in the Funds portfolio is dependant on revenues from the levy of taxes and such obligations have been issued subsequent to the date of the Tax Limitation Amendments adoption, November 4, 1980, the ability of the State of Missouri or the appropriate local unit to levy sufficient taxes to pay the debt service on such bonds may be affected.
B-3
NEW JERSEY BONDS
New Jersey has faced large structural deficits since 2002. Moodys Investors Service general bond rating Aa3 and Standard & Poors rating of AA remain unchanged as of January 2008 with both rating agencies assigning a stable outlook.
In recent years, New Jerseys debt levels have increased and are above historical levels. New Jersey is ranked fourth in the nation for net tax-supported debt per capita (which does not include the States significant unfunded obligations to pay retiree pension and health benefits) and debt as a percentage of personal income. Additionally, the State faces future budgetary pressure from rising spending commitments in key areas such as education, employee pension funding, other employee benefits, and debt service costs. New Jersey relies heavily on non-recurring revenues and income and sales taxes, which are sensitive to economic conditions, including the recent downturn in national indicators such as housing. Job losses in the States biggest sectors, including the pharmaceutical, information, telecommunications, and manufacturing industries, are constraining employment growth, despite growth in the service and financial industries. Further downturns in these sectors could adversely affect the States economy. Additionally, New Jersey has experienced significant increases in real estate prices, and the downturn in the housing market adds economic risk.
State law and the State Constitution restrict appropriations. Statutory or legislative restrictions may adversely affect a municipalitys or any other bond-issuing authoritys ability to repay its obligations. The State 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 States 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.
The New Jersey Constitution 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.
New Jerseys 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
Moodys Investors Services general obligation bond rating of Aa3 and Standard & Poors rating of AA remain unchanged as of January 2008 with a stable outlook, but the State is still hampered by significant budgetary challenges. Unfunded retiree health care obligations are estimated to be $47 billion, which will be a source of budget pressure in the future. Tax-supported debt has increased in the last several years, and the States debt levels are high but within the range of other states in the Northeast. Additionally, New York relies heavily on economic growth downstate, as well as personal income taxes, tourism, and the housing market, which are sensitive to economic conditions. Recent events in the financial services industry, the downturn in the housing market, and continued slowing in the manufacturing sector may have a downward effect on the States economy.
The States 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
B-4
amount of debt issued by the Authorities is substantial. A difficult political process that has caused late budgets and added spending pressures also contributes to New Yorks budget imbalance.
PENNSYLVANIA BONDS
As of January 2008, Pennsylvanias general obligation debt carried ratings of Aa2 by Moodys and AA by Standard & Poors with both rating agencies assigning the State a stable outlook. Pennsylvanias population growth, employment levels, and personal income are below average, and the manufacturing industry on which historically Pennsylvania has heavily relied continues to decline. Most of the Commonwealths revenues are derived from sales, use and personal and corporate income taxes, all of which can be sensitive to economic conditions. Despite low debt levels and a diverse economic base, a recently enacted economic stimulus plan for the Commonwealth to use debt issuance to leverage private investment will likely weaken the Commonwealths debt profile over the coming years. Additionally, Pennsylvania faces increased pressure from the rising costs of state employee retirement benefits and medical assistance for its aging population.
The Pennsylvania Constitution limits the total operating budget appropriations made by the Commonwealths General Assembly. Pennsylvania engages in short-term borrowing to fund expenses within a fiscal year through the sale of tax anticipation notes. Tax anticipation notes must mature within the fiscal year of issuance. The principal amount issued, when added to that outstanding, may not exceed in the aggregate a specified percentage of the revenues estimated to accrue to the appropriate fund or both funds in the fiscal year. All year-end deficit balances must be funded within the succeeding fiscal years budget.
B-5
APPENDIX C
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 Commentaries,
(Item #2)** |
ABN-AMRO Asset Management |
|
|
|
Monthly |
ACS HR Solutions |
|
|
|
Monthly |
(Formerly Mellon Employee Benefit Solutions) |
|
|
|
|
ADP Retirement Services |
|
|
|
Monthly |
AG Edwards |
|
|
|
Monthly |
AIG SunAmerica |
|
|
|
Monthly |
Allstate Life Insurance Company |
|
|
|
Monthly |
Alpha Investment Consulting Group LLC |
|
|
|
Monthly |
American United Life Insurance Company |
|
|
|
Monthly |
AMG Data Services |
|
|
|
Monthly |
Amivest Capital Management |
|
|
|
Monthly |
Amvescap Retirement |
|
|
|
Monthly |
AON Consulting |
|
|
|
Monthly |
Asset Performance Partners |
|
|
|
Monthly |
Asset Strategies Portfolio Services, Inc. |
|
|
|
Monthly |
AXA Financial Services |
|
|
|
Monthly |
B. Riley & Company, Inc. |
|
|
|
Monthly |
Bank of America Corporation |
|
|
|
Monthly |
Bank of America Securities |
|
|
|
Monthly |
Bank of New York |
|
|
|
Monthly |
Bank of Oklahoma |
|
|
|
Monthly |
Bank One |
|
|
|
Monthly |
B.C. Ziegler |
|
|
|
Monthly |
Bear Stearns & Company, Inc. |
|
|
|
Monthly |
Becker, Burke Associates |
|
Monthly |
|
Monthly |
Bell GlobeMedia Publishing Co. |
|
Monthly |
|
|
Bellwether Consulting |
|
|
|
Monthly |
Berthel Schutter |
|
Monthly |
|
Monthly |
Bloomberg L.P. |
|
Daily |
|
|
Branch Bank and Trust |
|
|
|
Monthly |
Brockhouse & Cooper, Inc. |
|
As Needed |
|
|
Brown Brothers Harriman |
|
|
|
Monthly |
Buck Consultants, Inc. |
|
|
|
Monthly |
Callan Associates Inc. |
|
Monthly |
|
Monthly |
Cambridge Associates LLC |
|
|
|
Monthly |
Cambridge Financial Services |
|
|
|
Monthly |
Ceridian |
|
|
|
Monthly |
Charles Schwab & Co |
|
|
|
Monthly |
Chicago Trust Company |
|
|
|
Monthly |
CIBC Oppenheimer |
|
|
|
Monthly |
C-1
|
|
|
|
Portfolio Commentaries,
(Item #2)** |
Citigroup/The Yield Book, Inc. |
|
Daily |
|
|
CitiStreet Retirement Services |
|
|
|
Monthly |
CJS Securities, Inc. |
|
Daily |
|
Monthly |
CL King & Associates |
|
Monthly |
|
Monthly |
Clark Consulting |
|
|
|
Monthly |
Columbia Funds |
|
|
|
Monthly |
Columbia Management Group |
|
|
|
Monthly |
Columbia Trust Company |
|
|
|
Monthly |
Concord Advisory Group Ltd. |
|
Monthly |
|
Monthly |
Consulting Services Group, LP |
|
|
|
Monthly |
Copic Financial |
|
|
|
Monthly |
CPI Qualified Plan Consultants |
|
|
|
Monthly |
CRA RogersCasey |
|
Monthly |
|
Monthly |
Credit Suisse |
|
|
|
Monthly |
Curcio Webb |
|
Monthly |
|
Monthly |
D.A. Davidson |
|
|
|
Monthly |
Dahab Assoc. |
|
|
|
Monthly |
Daily Access |
|
|
|
Monthly |
Defined Contribution Advisors, Inc. |
|
|
|
Monthly |
Delaware Investment Advisors |
|
|
|
Monthly |
Deloitte & Touche LLP |
|
Annually |
|
|
Demarche Associates, Inc. |
|
|
|
Monthly |
DiMeo Schneider & Associates |
|
|
|
Monthly |
Directed Services, Inc. |
|
|
|
Monthly |
Disabato Associates, Inc. |
|
|
|
Monthly |
Diversified Investment Advisors, Inc. |
|
|
|
Monthly |
Dover Consulting |
|
|
|
Monthly |
EAI |
|
|
|
Monthly |
Edward Jones |
|
|
|
Monthly |
Ennis, Knupp & Associates |
|
|
|
Monthly |
FactSet Research Systems, Inc. |
|
Daily |
|
|
Federated Investors |
|
|
|
Monthly |
Fidelity Capital Technology |
|
|
|
Daily |
Fidelity Investments |
|
|
|
Monthly |
Fifth Third Bank |
|
|
|
Monthly |
First Mercantile Trust Co. |
|
|
|
Monthly |
FleetBoston Financial Corp. |
|
|
|
Monthly |
Franklin Templeton |
|
|
|
Monthly |
Freedom One Investment Advisors |
|
|
|
Monthly |
Freedom One Financial Group |
|
Monthly |
|
|
Frost Bank |
|
|
|
Monthly |
Fuji Investment Management Co., Ltd. |
|
|
|
Monthly |
Fund Evaluation Group, Inc. |
|
|
|
Monthly |
Goldman Sachs & Co. |
|
|
|
Monthly |
Great West Life and Annuity Insurance Company |
|
|
|
Monthly |
Greenwich Associates |
|
|
|
Monthly |
Guardian Life Insurance |
|
|
|
Monthly |
C-2
|
|
|
|
Portfolio Commentaries,
(Item #2)** |
Hartford Life Insurance Company |
|
|
|
Monthly |
Hartland & Co. |
|
|
|
Monthly |
Hewitt Financial Services, LLC |
|
|
|
Monthly |
Hewitt Investment Group |
|
|
|
Monthly |
Highland Consulting Associates, Inc. |
|
|
|
Monthly |
Hoefer and Arnett, Inc. |
|
|
|
Monthly |
Holbien Associates, Inc. |
|
|
|
Monthly |
Horace Mann Life Insurance Company |
|
|
|
Monthly |
HSBC |
|
|
|
Monthly |
ICMA Retirement Corp. |
|
|
|
Monthly |
Indie Research, LLC |
|
As needed |
|
|
ING Fund Services, LLC |
|
As needed |
|
|
Institutional Shareholder Services, Inc. |
|
Monthly |
|
Monthly |
Interactive Data Corporation (pricing vendor) |
|
|
|
Daily |
Intuit |
|
|
|
Monthly |
INVESCO Retirement Services |
|
|
|
Monthly |
Invesmart |
|
|
|
Monthly |
Investment Consulting Services, LLC |
|
|
|
Monthly |
Invivia |
|
|
|
Monthly |
Iron Capital Advisors |
|
|
|
Monthly |
Janney Montgomery Scott LLC |
|
|
|
Monthly |
Jefferson National Life Insurance Company |
|
|
|
Monthly |
Jeffrey Slocum & Associates, Inc. |
|
Monthly |
|
Monthly |
Jeffries & Co., Inc. |
|
Monthly |
|
Monthly |
JP Morgan Consulting |
|
|
|
|
JP Morgan Fleming Asset Management |
|
|
|
Monthly |
JP Morgan Investment Management |
|
|
|
Monthly |
JP Morgan Securities, Inc. |
|
|
|
Monthly |
Kaufman Brothers, LP |
|
|
|
Monthly |
Keybanc Capital Markets |
|
|
|
Monthly |
Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Lord, Abbett & Co. LLC) |
|
Upon Request |
|
|
Kmotion, Inc. |
|
Monthly |
|
|
Knight Equity Markets, LP |
|
|
|
Monthly |
LCG Associates, Inc. |
|
|
|
Monthly |
Lipper Inc., a Reuters Company (tech) |
|
|
|
Monthly |
Legacy Strategic Asset Mgmt. Co. |
|
|
|
Monthly |
Legg Mason |
|
|
|
Monthly |
Lincoln Financial |
|
|
|
Monthly |
LPL Financial Services |
|
|
|
Monthly |
MacGregor Group, Inc. |
|
Upon Request |
|
|
Managers Investment Group |
|
Monthly |
|
|
Manulife Financial |
|
|
|
Monthly |
Marco Consulting Group |
|
Monthly |
|
Monthly |
Marquette Associates, Inc. |
|
|
|
Monthly |
MassMutual Financial Group |
|
|
|
Monthly |
McDonald |
|
|
|
Monthly |
C-3
|
|
|
|
Portfolio Commentaries,
(Item #2)** |
Meketa Investment Group |
|
|
|
Monthly |
Mellon Human Resources & Investor Solutions |
|
|
|
Monthly |
Mercer HR Services LLC |
|
Monthly |
|
Monthly |
Mercer Investment Consulting |
|
|
|
Monthly |
Merrill Corporation LLC |
|
As Needed |
|
Monthly |
Merrill Lynch |
|
|
|
Monthly |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
|
Monthly |
|
|
MetLife |
|
|
|
Monthly |
MetLife Investors |
|
|
|
Monthly |
MFS Retirement Services, Inc. |
|
|
|
Monthly |
MFS/Sun Life Financial Distributors, Inc. |
|
|
|
Monthly |
Midland National Life |
|
|
|
Monthly |
M & I Investment Management Corporation |
|
|
|
Monthly |
Milliman & Robertson Inc. |
|
|
|
Monthly |
Minnesota Life Insurance Company |
|
|
|
Monthly |
ML Benefits & Investment Solutions |
|
|
|
Monthly |
Monroe Vos Consulting Group, Inc. |
|
|
|
Monthly |
Morgan Keegan |
|
|
|
Monthly |
Morgan Stanley Dean Witter |
|
|
|
Monthly |
Morgan Stanley |
|
|
|
Monthly |
Morningstar Associates, Inc. |
|
|
|
Monthly |
Morningstar, Inc. |
|
|
|
Monthly |
Natixis Bleichroeder, Inc. |
|
Upon Request |
|
Monthly |
National City Bank |
|
|
|
Monthly |
Nationwide Financial |
|
|
|
Monthly |
NCCI Holdings, Inc. |
|
|
|
Monthly |
New England Pension Consultants |
|
|
|
Monthly |
The Newport Group |
|
|
|
Monthly |
Newport Retirement Services, Inc. |
|
|
|
Monthly |
New York Life Investment Management |
|
|
|
Monthly |
Nock, Inc. |
|
Daily |
|
|
Nordstrom Pension Consulting |
|
|
|
Monthly |
NY Life Insurance Company |
|
|
|
Monthly |
Oxford Associates |
|
|
|
Monthly |
Palmer & Cay Investment Services |
|
|
|
Monthly |
Paul L. Nelson & Associates |
|
|
|
Monthly |
Pension Consultants, Inc. |
|
|
|
Monthly |
PFE Group |
|
|
|
Monthly |
PFM Group |
|
|
|
Monthly |
PFPC, Inc. |
|
|
|
Monthly |
Phoenix Life Insurance Company |
|
|
|
Monthly |
Pierce Park Group |
|
|
|
Monthly |
Piper Jaffray/ USBancorp |
|
|
|
Monthly |
Piper Jaffray & Co. |
|
|
|
Monthly |
PNC Advisors |
|
|
|
Monthly |
Prima Capital |
|
|
|
Monthly |
C-4
|
|
|
|
Portfolio Commentaries,
(Item #2)** |
Prime Buchholz & Associates, Inc. |
|
|
|
Monthly |
Portfolio Evaluations, Inc. |
|
|
|
Monthly |
Princeton Financial Systems, Inc. |
|
Upon Request |
|
|
Princeton Retirement Group, Inc. |
|
|
|
Monthly |
Principal Financial |
|
|
|
Monthly |
Protective Life Corporation |
|
|
|
Monthly |
Prudential Financial |
|
|
|
Monthly |
Prudential Investments |
|
|
|
Monthly |
Prudential Securities, Inc. |
|
|
|
Monthly |
Putnam Fiduciary Trust Company (Mercer HR) |
|
Monthly |
|
|
Putnam Investments |
|
|
|
Monthly |
Quant Consulting |
|
|
|
Monthly |
R.V. Kuhns & Associates, Inc. |
|
|
|
Monthly |
Raymond James & Associates |
|
|
|
Monthly |
Raymond James Financial, Inc. |
|
|
|
Monthly |
RBC Capital Markets |
|
Upon Request |
|
|
RBC Dain Rauscher |
|
|
|
Monthly |
Reuters America, Inc. |
|
Upon Request |
|
|
Robert W. Baird, Inc. |
|
Upon Request |
|
Monthly |
Rocaton Investment Advisors, LLC |
|
Monthly |
|
Monthly |
Ron Blue & Co. |
|
|
|
Monthly |
Roszel Advisors, LLC |
|
|
|
Monthly |
Russell Investment Group |
|
|
|
Monthly |
Schwab Corporate Services |
|
Monthly |
|
|
Scudder Investments |
|
|
|
Monthly |
Segal Advisors |
|
|
|
Monthly |
SEI Investment |
|
|
|
Monthly |
SG Constellation LLC |
|
Upon Request |
|
Monthly |
Shields Associates |
|
|
|
Monthly |
Sidoti & Company, LLC |
|
Upon Request |
|
Monthly |
Smith Barney |
|
|
|
Monthly |
Spagnola-Cosack, Inc. |
|
|
|
Monthly |
Standard & Poors |
|
|
|
Monthly |
Stanton Group |
|
|
|
Monthly |
State Street Bank & Trust Co. |
|
Monthly |
|
Monthly |
Stearne, Agee & Leach |
|
|
|
Monthly |
Stephens, Inc. |
|
|
|
Monthly |
Stifel Nicolaus |
|
|
|
Monthly |
Strategic Advisers, Inc. |
|
Monthly |
|
|
Strategic Investment Solutions |
|
|
|
Monthly |
Stratford Advisory Group, Inc. |
|
|
|
Monthly |
Summit Strategies Group |
|
|
|
Monthly |
Sungard Expert Solutions, Inc. |
|
Daily |
|
|
Sun Life Financial Distributors, Inc. |
|
|
|
Monthly |
T. Rowe Price Associates, Inc. |
|
|
|
Monthly |
TD Asset Management |
|
|
|
Monthly |
The 401k Company |
|
|
|
Monthly |
C-5
|
|
|
|
Portfolio Commentaries,
(Item #2)** |
The Carmack Group, Inc. |
|
|
|
Monthly |
The Managers Fund |
|
|
|
Monthly |
The Robbins Group, LLC |
|
|
|
Monthly |
The Vanguard Group |
|
|
|
Monthly |
Thomas Weisel Partners, Group |
|
|
|
Monthly |
TIAA-CREF Individual & Institutional Services, LLC |
|
|
|
Monthly |
Towers Perrin |
|
|
|
Monthly |
Transamerica Retirement Services |
|
|
|
Monthly |
Travelers Life & Annuity Company |
|
|
|
Monthly |
UBS- Prime Consulting Group |
|
|
|
Monthly |
UMB Bank |
|
|
|
Monthly |
Union Bank of California |
|
|
|
Monthly |
US Bank |
|
|
|
Monthly |
USI Retirement |
|
|
|
Monthly |
Valic |
|
|
|
Monthly |
Vanguard |
|
|
|
Monthly |
Victory Capital Management |
|
|
|
Monthly |
Vestek Systems, Inc. |
|
Monthly |
|
|
Wachovia Bank |
|
|
|
Monthly |
Wachovia Capital Markets, LLC |
|
|
|
Monthly |
Wall Street Source |
|
Daily |
|
|
Watson Wyatt Worldwide |
|
Monthly |
|
Monthly |
Welch Hornsby |
|
|
|
Monthly |
Wells Fargo |
|
|
|
Monthly |
William Blair & Co. |
|
|
|
Monthly |
William M. Mercer Consulting Inc. |
|
|
|
Monthly |
William ONeil |
|
|
|
Monthly |
Wilmer Cutler Pickering Hale and Dorr LLP |
|
Upon Request |
|
|
Wilshire Associates Incorporated |
|
|
|
Monthly |
Wyatt Investment Consulting, Inc. |
|
|
|
Monthly |
Yanni Partners(1) |
|
|
|
Monthly |
* 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 monthly or calendar quarterly basis for the sole purpose of performing their own analyses with respect to the Fund within one day following each calendar period-end.
** Each Fund may provide portfolio commentaries or fact sheets containing, among other things, a discussion of select portfolio holdings and a list of the largest portfolio positions, and/or portfolio performance attribution information to certain Financial Intermediaries one day following each period-end.
C-6
APPENDIX D
LORD, ABBETT & CO. LLC
PROXY VOTING POLICIES AND PROCEDURES
INTRODUCTION
Lord Abbett has a Proxy Committee responsible for establishing voting policies and for the oversight of its proxy voting process. Lord Abbetts Proxy Committee consists of the portfolio managers of each investment team and certain members of those teams, the Chief Administrative Officer for the Investment Department, the Firms Chief Investment Officer and its General Counsel. Once policy is established, it is the responsibility of each investment team leader to assure that each proxy for that teams portfolio is voted in a timely manner in accordance with those policies. In each case where an investment team declines to follow a recommendation of a companys management, a detailed explanation of the reason(s) for the decision is entered into the proxy voting system. Lord Abbett has retained RiskMetrics Group, formerly Institutional Shareholder Services (RMG), to analyze proxy issues and recommend voting on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.
The Boards of Directors of each of the Lord Abbett Mutual Funds established several years ago a Proxy Committee, composed solely of independent directors. The Funds Proxy Committee Charter provides that the Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; (iii) meet 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.
Lord Abbett is a privately-held firm, and we conduct only one business: we manage the investment portfolios of our clients. We are not part of a larger group of companies conducting diverse financial operations. We would therefore expect, based on our past experience, that the incidence of an actual conflict of interest involving Lord Abbetts proxy voting process would be limited. Nevertheless, if a potential conflict of interest were to arise, involving one or more of the Lord Abbett Funds, where practicable we would disclose this potential conflict to the affected Funds Proxy Committees and seek voting instructions from those Committees in accordance with the procedures described below under Specific Procedures for Potential Conflict Situations. If it were not practicable to seek instructions from those Committees, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow a recommendation of RMG. If such a conflict arose with any other client, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow the recommendation of RMG.
SPECIFIC PROCEDURES FOR POTENTIAL CONFLICT SITUATIONS
Situation 1. Fund Independent Board Member on Board (or Nominee for Election to Board) of Publicly Held Company Owned by a Lord Abbett Fund.
Lord Abbett will compile a list of all publicly held companies where an Independent Board Member serves on the board of directors, or has indicated to Lord Abbett that he is a nominee for election to the board of directors (a Fund Director Company). If a Lord Abbett Fund owns stock in a Fund Director Company, and if Lord Abbett has decided not to follow the proxy voting recommendation of RMG, then Lord Abbett shall bring that issue to the Funds Proxy Committee for instructions on how to vote that proxy issue.
The Independent Directors have decided that the Director on the board of the Fund Director Company will not participate in any discussion by the Funds Proxy Committee of any proxy issue for that Fund Director Company or in the voting instruction given to Lord Abbett.
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Situation 2. Lord Abbett has a Significant Business Relationship with a Company.
Lord Abbett will compile a list of all publicly held companies (or which are a subsidiary of a publicly held firm) that have a significant business relationship with Lord Abbett (a Relationship Firm). A significant business relationship for this purpose means: (a) a broker dealer firm which sells one percent or more of the Lord Abbett Funds total (i.e., gross) dollar amount of shares sold for the last 12 months; (b) a firm which is a sponsor firm with respect to Lord Abbetts Separately Managed Account business; (c) an institutional client which has an investment management agreement with Lord Abbett; (d) an institutional investor having at least $5 million in Class I shares of the Lord Abbett Funds; and (e) a large plan 401(k) client with at least $5 million under management with Lord Abbett.
For each proxy issue involving a Relationship Firm, Lord Abbett shall notify the Funds Proxy Committee and shall seek voting instructions from the Funds Proxy Committee only in those situations where Lord Abbett has proposed not to follow the recommendations of RMG.
SUMMARY OF PROXY VOTING GUIDELINES
Lord Abbett generally votes in accordance with managements recommendations on the election of directors, appointment of independent auditors, changes to the authorized capitalization (barring excessive increases) and most shareholder proposals. This policy is based on the premise that a broad vote of confidence on such matters is due the management of any company whose shares we are willing to hold.
Election of Directors
Lord Abbett will generally vote in accordance with managements recommendations on the election of directors. However, votes on director nominees are made on a case-by- case basis. Factors that are considered include current composition of the board and key- board nominees, long-term company performance relative to a market index, and the directors investment in the company. We also consider whether the Chairman of the board is also serving as CEO, and whether a retired CEO sits on the board, as these situations may create inherent conflicts of interest. We generally will vote in favor of separation of the Chairman and CEO functions when management supports such a requirement, but we will make our determination to vote in favor of or against such a proposed requirement on a case-by-case basis.
There are some actions by directors that may result in votes being withheld.
These actions include, but are not limited to:
(1) Attending less than 75% of board and committee meetings without a valid excuse.
(2) Ignoring shareholder proposals that are approved by a majority of votes for two consecutive years.
(3) Failing to act on takeover offers where a majority of shareholders tendered their shares.
(4) Serving as inside directors and sit on an audit, compensation, stock option, nominating or governance committee.
(5) Failing to replace management as appropriate.
We will generally vote in favor of proposals requiring that directors be elected by a majority of the shares represented and voting at a meeting at which a quorum is present, although special considerations in individual cases may cause us to vote against such a proposal. We also will generally approve proposals to elect directors annually. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. The basic premise of the staggered election of directors is to provide a continuity of experience on the board and to prevent a precipitous change in the composition of the board. Although shareholders need some form of protection from hostile takeover attempts, and boards need tools and leverage in order to negotiate effectively with potential acquirers, a classified board tips the balance of power too much toward incumbent management at the price of potentially ignoring shareholder interests.
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Incentive Compensation Plans
We usually vote with management regarding employee incentive plans and changes in such plans, but these issues are looked at very closely on a case-by-case basis. We use RMG for guidance on appropriate compensation ranges for various industries and company sizes. In addition to considering the individual expertise of management and the value they bring to the company, we also consider the costs associated with stock-based incentive packages including shareholder value transfer and voting power dilution.
We scrutinize very closely the approval of repricing or replacing underwater stock options, taking into consideration the following:
(1) The stocks volatility, to ensure the stock price will not be back in the money over the near term.
(2) Managements rationale for why the repricing is necessary.
(3) The new exercise price, which must be set at a premium to market price to ensure proper employee motivation.
(4) Other factors, such as the number of participants, term of option, and the value for value exchange.
In large-cap companies we would generally vote against plans that promoted short-term performance at the expense of longer-term objectives. Dilution, either actual or potential, is, of course, a major consideration in reviewing all incentive plans. Team leaders in small- and mid-cap companies often view option plans and other employee incentive plans as a critical component of such companies compensation structure, and have discretion to approve such plans, notwithstanding dilution concerns.
Shareholder Rights
Cumulative Voting
We generally oppose cumulative voting proposals on the ground that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole.
Confidential Voting
There are both advantages and disadvantages to a confidential ballot. Under the open voting system, any shareholder that desires anonymity may register the shares in the name of a bank, a broker or some other nominee. A confidential ballot may tend to preclude any opportunity for the board to communicate with those who oppose management proposals.
On balance we believe shareholder proposals regarding confidential balloting should generally be approved, unless in a specific case, countervailing arguments appear compelling.
Supermajority Voting
Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more than this may permit management to entrench themselves by blocking amendments that are in the best interest of shareholders.
Takeover Issues
Votes on mergers and acquisitions must be considered on a case-by-case basis. The voting decision should depend on a number of factors, including: anticipated financial and operating benefits, the offer price, prospects of the combined companies, changes in corporate governance and their impact on shareholder rights. It is our policy to vote against management proposals to require supermajority shareholder vote to approve mergers and other significant business combinations, and to vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We are also opposed to amendments that attempt to eliminate shareholder approval for acquisitions
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involving the issuance of more than 10% of the companys voting stock. Restructuring proposals will also be evaluated on a case-by-case basis following the same guidelines as those used for mergers.
Among the more important issues that we support, as long as they are not tied in with other measures that clearly entrench management, are:
1) Anti-greenmail provisions, which prohibit management from buying back shares at above market prices from potential suitors without shareholder approval.
2) Fair Price Amendments, to protect shareholders from inequitable two-tier stock acquisition offers.
3) Shareholder Rights Plans (so-called Poison Pills), usually blank check preferred and other classes of voting securities that can be issued without further shareholder approval. However, we look at these proposals on a case-by-case basis, and we only approve these devices when proposed by companies with strong, effective managements to force corporate raiders to negotiate with management and assure a degree of stability that will support good long-range corporate goals. We vote for shareholder proposals asking that a company submit its poison pill for shareholder ratification.
4) Chewable Pill provisions, are the preferred form of Shareholder Rights Plan. These provisions allow the shareholders a secondary option when the Board refuses to withdraw a poison pill against a majority shareholder vote. To strike a balance of power between management and the shareholder, ideally Chewable Pill provisions should embody the following attributes, allowing sufficient flexibility to maximize shareholder wealth when employing a poison pill in negotiations:
· Redemption Clause allowing the board to rescind a pill after a potential acquirer has surpassed the ownership threshold.
· No dead-hand or no-hand pills.
· Sunset Provisions which allow the shareholders to review, and reaffirm or redeem a pill after a predetermined time frame.
· Qualifying Offer Clause which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.
Social Issues
It is our general policy to vote as management recommends on social issues, unless we feel that voting otherwise will enhance the value of our holdings. We recognize that highly ethical and competent managements occasionally differ on such matters, and so we review the more controversial issues closely.
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Lord Abbett
High Yield Municipal Bond Fund
National Tax Free Fund
PROSPECTUS
CLASS I SHARES
FEBRUARY 1, 2008
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
TABLE OF CONTENTS
THE FUNDS
WHAT YOU SHOULD KNOW ABOUT THE FUNDS | High Yield Municipal Bond Fund | 2 | |||||||||
National Tax Free Fund | 10 | ||||||||||
Additional Investment Information | 18 | ||||||||||
Management | 23 | ||||||||||
YOUR INVESTMENT
INFORMATION FOR MANAGING YOUR FUND ACCOUNT | Availability of Class I Shares | 25 | |||||||||
Purchases | 26 | ||||||||||
Redemptions | 27 | ||||||||||
Distributions and Taxes | 29 | ||||||||||
Other Services For Fund Investors | 30 | ||||||||||
Other Information for Fund Investors | 32 | ||||||||||
FINANCIAL INFORMATION
Financial Highlights | 42 | ||||||||||
ADDITIONAL INFORMATION
HOW TO LEARN MORE ABOUT THE FUNDS AND OTHER LORD ABBETT FUNDS | Back Cover | ||||||||||
THE FUNDS
HIGH YIELD MUNICIPAL BOND FUND
GOAL
The investment objective of the Fund is to seek a high level of income exempt from federal income tax.
PRINCIPAL STRATEGY
To pursue its goal, under normal market conditions the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds , the interest on which is exempt from regular federal income tax. The Fund invests, under normal market conditions, at least 50% of its net assets in municipal bonds that, at the time of purchase, are rated BBB/Baa or below or determined by Lord Abbett to be of comparable quality. The Fund's remaining holdings in municipal bonds may be higher rated.
The Fund has adopted an investment strategy of pursuing a higher yield than many other municipal bond funds. In seeking high income, Lord Abbett will assess the relative value in the municipal bond market from both a credit and yield curve perspective and select securities which it believes entail reasonable credit risk in relation to the Fund's investment objective. The municipal bonds offering high income at any particular time may be largely non-investment grade.
The Fund also may invest in securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (generally referred to as "distressed debt"). The risk that the Fund may lose its entire investment in distressed debt or bonds in default is greater in comparison to investments in non-defaulted bonds. The Fund currently does not intend to invest more than 20% of its net assets in defaulted securities.
The Fund may invest up to 100% of its net assets in private activity bonds, a type of municipal bond. The income from private activity bonds is an item of tax preference for purposes of the federal alternative minimum tax ("AMT"), which
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HIGH YIELD MUNICIPAL BOND FUND
may cause the income to be taxable to you. In addition, the Fund may invest in certain derivative investments such as swap transactions, interest rate caps and similar instruments, and residual interest bonds (also known as "inverse floaters"), in an attempt to increase income.
The Fund does not limit its investments to securities of a particular maturity. A substantial amount of the Fund's holdings may be "callable," a feature that allows the bond issuer to redeem the bond before its maturity date. Under normal circumstances, we intend to maintain the dollar-weighted average maturity of the Fund at between ten and twenty-five years.
In selecting municipal bonds, we focus on the possibilities of a high level of income exempt from regular federal income tax consistent with reasonable credit risk in light of the Fund's investment policies.
Through credit analysis and attention to current developments and trends in interest rates and economic conditions, we attempt to reduce investment risk, but losses may occur.
While typically fully invested, we may take a temporary defensive position in: (i) short-term tax-exempt securities and (ii) cash, investment grade commercial paper, investment grade municipal bonds, and short-term U.S. Government securities. This could reduce tax-exempt income and prevent the Fund from achieving its investment objective.
Temporary defensive investments in taxable securities will be limited to 20% of the Fund's net assets.
MAIN RISKS
The Fund's performance and the value of its investments will vary in response to changes in interest rates and other market factors. As interest rates rise, the Fund's investments typically will lose value. This risk is usually greater for longer-term bonds and particularly for inverse floaters than for shorter-term bonds. As a result, the Fund, which tends to invest in longer-term bonds and inverse floaters to a greater degree than some municipal bond funds, normally will have greater
High yield municipal bonds (sometimes called "lower rated bonds" or "junk bonds") are debt securities that are rated BB/Ba or lower by Moody's Investors Service, Inc., Standard & Poor's Ratings Services, or Fitch Ratings or are unrated and determined by Lord Abbett to be of comparable quality. High yield debt securities typically pay a higher yield than investment grade debt securities. High yield debt securities have a higher risk of default than investment grade debt securities, and their prices are much more volatile. The market for high yield debt securities also may be less liquid. | |||
Investment grade debt securities are debt securities that are rated within the four highest grades assigned by Moody's Investor Service, Inc. (Aaa, Aa, A, Baa), Standard & Poor's Ratings Services (AAA, AA, A, BBB), or Fitch Ratings (AAA, AA, A, BBB) (each a "Rating Agency") or are unrated but determined by Lord Abbett to be of comparable quality. |
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HIGH YIELD MUNICIPAL BOND FUND
market risk than those funds. In addition, lower rated municipal bonds in which the Fund invests may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities.
Additional risks that could reduce the Fund's performance or increase volatility include the following:
Credit Risk There is the risk that an issuer of a municipal bond may fail to make timely payments of principal or interest to the Fund, a risk that is greater with municipal bonds rated below investment grade (sometimes called "lower rated bonds" or "junk bonds"). Some issuers, particularly of junk bonds, may default as to principal and/or interest payments after the 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 the Fund. The Fund may incur higher expenses to protect its interests in such securities and may lose its entire investment in defaulted bonds. Junk bonds are considered predominantly speculative by traditional investment standards. Credit risk varies based upon the economic and fiscal conditions of each state and the municipalities, agencies, instrumentalities, and other issuers within the state.
Liquidity Risk The market for lower rated municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. It may be difficult for the Fund to sell such securities in a timely manner and at their stated value, which could result in losses to the Fund.
Call Risk As interest rates decline, bond issuers may pay off their loans early by buying back the bonds, thus depriving bondholders of above market interest rates.
Governmental Risk Government actions, including actions by local, state and regional governments, could have an adverse effect on municipal bond prices. In addition, the Fund's performance may be affected by local, state, and regional factors depending on the states in which the Fund's investments are issued. These factors may, for example, include economic or political developments, erosion of the tax base and the possibility of credit problems.
Sector Risk Where nongovernmental users of facilities financed by tax exempt revenue bonds are in the same industry (such as frequently occurs in the real estate and health care industries), there may be additional risk to the Fund in the event of an economic downturn in that industry. This may result generally in a lowered ability of such users to make payments on their
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HIGH YIELD MUNICIPAL BOND FUND
obligations. The health care industry suffers from two main problems affordability and access.
Legislative Risk Legislative changes in the tax-exempt character of particular municipal bonds could have an adverse effect on municipal bond prices.
Management Risk If certain sectors or investments do not perform as expected, the Fund could underperform other similar funds or lose money.
Tax Risk The Fund may invest up to 100% of its net assets in private activity bonds, the income of which is a tax preference item for purposes of the federal AMT and may be taxable to you.
Reclassification Risk The Internal Revenue Service ("IRS") has announced that holders of tax-exempt bonds have risks that their tax-exempt income may be reclassified as taxable if the bonds that they own were issued in an abusive transaction. Although the Fund attempts to purchase only bona fide tax-exempt securities, there is a risk that a bond issued as tax-exempt may be reclassified by the IRS as taxable, creating taxable rather than tax-exempt income. In such a case, the 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. On 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.
The Fund is nondiversified, which means that it may invest a greater portion of its assets in a single issuer than a diversified fund. Thus, it may be exposed to greater risk. However, the Fund will attempt to purchase as wide a range of municipal bonds of different issuers in different municipal sectors as possible to help manage credit risk.
In addition, loss may result from the Fund's investments in certain derivative transactions such as swap transactions, interest rate caps and similar instruments, and inverse floaters. These instruments may be leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Fund's interest rate risk.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund may not be appropriate for all investors and is not a complete investment program. You could lose money investing in the Fund.
For more information, see "Additional Investment Information" below.
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HIGH YIELD MUNICIPAL BOND FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Because the Fund's Class I shares have not completed a full calendar year of operations, the performance shown below is that of the Fund's Class A shares.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
Bar Chart (per calendar year) Class A Shares (1)
Best Quarter 3rd Q '06 +3.9% Worst Quarter 4th Q '07 -5.0%
(1) Class A shares are not offered in this Prospectus. Class A and Class I shares would have substantially similar annual returns because the shares are invested in the same portfolio of securities. The annual returns of Class A and Class I shares would differ only to the extent that the classes do not have the same expenses.
SYMBOL: | |||||||
CLASS I | TBA |
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HIGH YIELD MUNICIPAL BOND FUND
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index and a more narrowly based index that more closely reflects the market sectors in which the Fund invests. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. Returns for Class I shares are not shown in the table and will vary from those shown for Class A Shares.
Average Annual Total Returns
Through December 31, 2007
1 Year | Life of Fund (1) | ||||||||||
Class | |||||||||||
Class A Shares Return Before Taxes | -10.38 | % | 1.54 | % | |||||||
Return After Taxes on Distributions | -10.38 | % | 1.54 | % | |||||||
Return After Taxes on Distributions and Sales of Fund Shares | -5.12 | % | 2.13 | % | |||||||
Index | |||||||||||
Lehman Brothers 85% High Yield/ 15% Investment Grade Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
-1.44 | % | 5.28 | % (3) | |||||||
Lehman Brothers Municipal Bond Index
(2)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 3.90 | % (3) |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.
(1) The SEC declared Class A shares of the Fund effective on 12/30/04.
(2) The performance of the unmanaged indices is not necessarily representative of the Fund's performance.
(3) Represents total return for the period 12/31/04 to 12/31/07, to correspond with the periods shown.
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HIGH YIELD MUNICIPAL BOND FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||
I | |||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||
Maximum Sales Charge on Purchases (as a % of offering price) | none | ||||||
Maximum Deferred Sales Charge (see "Purchases") | none | ||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||
Management Fees (See "Management") (1) | 0.49 | % | |||||
Total Other Expenses | 0.76 | % | |||||
Interest and Related Expenses from Inverse Floaters (2) | 0.64 | % | |||||
Other Expenses (3) | 0.12 | % | |||||
Total Operating Expenses (4) | 1.25 | % |
(1) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(2) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(3) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries for providing recordkeeping or other administrative services in connection with investments in the Fund.
(4) Lord Abbett is voluntarily reimbursing a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.60% of average daily net assets for Class I shares. Lord Abbett may stop the voluntary reimbursement or change the level of its reimbursement at any time.
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HIGH YIELD MUNICIPAL BOND FUND
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. This example, like that in other funds' prospectuses, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class I Shares | $ | 126 | $ | 393 | $ | 681 | $ | 1,500 |
Your expenses would be the same if you did not redeem your shares.
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NATIONAL TAX FREE FUND
GOAL
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 assesses risk by considering the volatility the Fund has over time. By volatility we mean the level of price fluctuations in the Fund's holdings. The Fund believes that a volatility that generally approximates the volatility of the Lehman Brothers Municipal Bond Index represents a reasonable risk.
PRINCIPAL STRATEGY
To pursue its goal, under normal market conditions the Fund primarily invests in municipal bonds which, at the time of purchase, are rated investment grade or determined by Lord Abbett to be of comparable quality. The Fund may invest up to 35% of its net assets in municipal bonds which, at the time of purchase, are rated below investment grade or determined by Lord Abbett to be of comparable quality.
Under normal market conditions, the Fund attempts to invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds, the interest on which is exempt from federal income tax (this policy may not be changed without shareholder approval).
The Fund may invest up to 20% of its net assets in other fixed income securities, including bonds that pay interest that is subject to federal income tax.
The Fund may invest in certain derivative investments such as swap transactions, interest rate caps and similar instruments, and residual interest bonds (also known as "inverse floaters"), in an attempt to increase income.
Under normal circumstances, we intend to maintain the average weighted stated maturity of the Fund at between ten and twenty-five years. A substantial amount of the Fund's holdings may be "callable," a feature that allows the bond issuer to redeem the bond before its maturity date.
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NATIONAL TAX FREE FUND
In selecting municipal bonds, we focus on:
Credit Quality an issuer's ability to pay principal and interest
Income Tax Exemption the bond issuer's ability to pay interest free from federal income tax
Total Return Potential the return possibilities for an investment over a period of time, including appreciation and interest
Call Protection assurance by an issuer that it will not redeem a bond earlier than anticipated
While typically fully invested, we may take a temporary defensive position in: (i) short-term tax-exempt securities and (ii) cash, investment grade commercial paper, and short-term U.S. Government securities. This could reduce tax-exempt income and prevent the Fund from achieving its investment objective.
Temporary defensive investments in taxable securities and investments in certain municipal bonds called private activity bonds will be limited to 20% of the Fund's assets. The income from private activity bonds is an item of tax preference for purposes of the federal alternative minimum tax ("AMT").
MAIN RISKS
The Fund's performance and the value of its investments will vary in response to changes in interest rates and other market factors. As interest rates rise, the Fund's investments typically will lose value. This risk is usually greater for longer-term bonds and particularly for inverse floaters than for shorter-term bonds. As a result, the Fund, which tends to invest in longer term bonds and inverse floaters to a greater degree than some municipal bond funds, normally will have greater market risk than those funds. In addition, 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.
Additional risks that could reduce the Fund's performance or increase volatility include the following:
Credit Risk If the market perceives a deterioration in the creditworthiness of an issuer, the value of bonds issued by that issuer tends to decline. Credit risk varies based upon the economic and fiscal conditions of each state and the municipalities, agencies, instrumentalities, and other issuers within the state. Insurance or other credit enhancements supporting the Fund's investment may be provided by either U.S. or foreign entities. These securities have the credit risk of the entity providing the credit support. Credit support provided by foreign entities may be less certain because of the possibility of adverse foreign
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NATIONAL TAX FREE FUND
economic, political or legal developments that may affect the ability of the entity to meet its obligations. A change in the credit rating or the market's perception of the creditworthiness of any of the municipal bond insurers that insure securities in the Fund's portfolio may affect the value of the securities they insure, the Fund's share prices, and Fund performance. The Fund also may be adversely affected by the inability of an insurer to meet its insurance obligations.
Liquidity Risk The market for lower rated municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. It may be difficult for the Fund to sell such securities in a timely manner and at their stated value, which could result in losses to the Fund.
Call Risk As interest rates decline, bond issuers may pay off their loans early by buying back the bonds, thus depriving bondholders of above market interest rates.
Governmental Risk Government actions, including actions by local, state and regional governments, could have an adverse effect on municipal bond prices. In addition, the Fund's performance may be affected by local, state, and regional factors depending on the states in which the Fund's investments are issued. These factors may, for example, include economic or political developments, erosion of the tax base and the possibility of credit problems.
Sector Risk Where nongovernmental users of facilities financed by tax-exempt revenue bonds are in the same industry (such as frequently occurs in the electric utility and health care industries), there may be additional risk to the Fund in the event of an economic downturn in that industry. This may result generally in a lowered ability of such users to make payments on their obligations. The electric utility industry is subject to rate regulation vagaries. The health care industry suffers from two main problems affordability and access.
Legislative Risk Legislative changes in the tax-exempt character of particular municipal bonds could have an adverse effect on municipal bond prices.
Investment grade debt securities are debt securities that are rated within the four highest grades assigned by Moody's Investor Service, Inc. (Aaa, Aa, A, Baa), Standard & Poor's Ratings Services (AAA, AA, A, BBB) or Fitch Ratings (AAA, AA, A, BBB), (each a "Rating Agency") or are unrated but determined by Lord Abbett to be of comparable quality. | |||
High yield municipal bonds (sometimes called "lower rated bonds" or "junk bonds") are debt securities that are rated BB/Ba or lower by Moody's Investor Service, Inc., Standard & Poor's Ratings Services or Fitch Ratings, or are unrated but determined by Lord Abbett to be of comparable quality. High-yield debt securities typically pay a higher yield than investment grade debt securities. High yield debt securities have a higher risk of default than investment grade debt securities, and their prices are much more volatile. The market for high yield debt securities also may be less liquid. |
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NATIONAL TAX FREE FUND
Management Risk If certain sectors or investments do not perform as expected, the Fund could underperform other similar funds or lose money.
Reclassification Risk The Internal Revenue Service (IRS) has announced that holders of tax-exempt bonds have risks that their tax-exempt income may be reclassified as taxable if the bonds that they own were issued in an abusive transaction. Although the Fund attempts to purchase only bona fide tax-exempt securities, there is a risk that a bond issued as tax-exempt may be reclassified by the IRS as taxable, creating taxable rather than tax-exempt income. In such a case, the 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. On 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.
State and Territory Risks Downturns or developments in the U.S. economy or in foreign economies or significant world events may harm the performance of the Fund, and may do so disproportionately as a result of the corresponding disproportionate impact of such occurrences on particular state, territory, or local economies. Certain state and local governments and other government issuers suffered significant drops in revenues coinciding with the last U.S. economic recession, resulting in a very difficult period for state and local governments. Despite the economic improvement in the nation as a whole during the last several years, many states continued to suffer fiscal imbalances. The recent housing market downturn and economic slow down are likely to cause declines in tax revenues and put pressure on budgetary reserves for affected governments. All of this could have significant consequences for the Fund because a worsening of the economic position of a state or other issuer of bonds in which the Fund invests could lower the value of the Fund's investments and could cause you to lose money.
In addition, loss may result from the Fund's investments in certain derivative transactions such as swap transactions, interest rate caps and similar instruments, and inverse floaters. These instruments may be leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Fund's interest rate risk.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund may not be appropriate for all investors and is not a complete investment program. You could lose money investing in the Fund.
For more information, see "Additional Investment Information" below.
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NATIONAL TAX FREE FUND
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund's returns. Each assumes reinvestment of dividends and distributions. The Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Because the Fund's Class I shares have not completed a full calendar year of operations, the performance shown below is that of the Fund's Class A shares.
The bar chart shows changes in the performance of the Fund's Class A shares from calendar year to calendar year. This chart does not reflect the sales charges applicable to Class A shares. If the sales charges were reflected, returns would be less. Performance for the Fund's other share classes will vary due to the different expenses each class bears.
Bar Chart (per calendar year) Class A Shares (1)
Best Quarter 4th Q '00 +5.5% Worst Quarter 2nd Q '04 -3.2%
(1) Class A shares are not offered in this Prospectus. Class A and Class I shares would have substantially similar annual returns because the shares are invested in the same portfolio of securities. The annual returns of Class A and Class I shares would differ only to the extent that the classes do not have the same expenses.
SYMBOL: | |||||||
CLASS I | TBA |
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NATIONAL TAX FREE FUND
The table below shows how the average annual total returns of the Fund's Class A shares compare to those of a broad-based securities market index and a more narrowly based index. The Fund's returns reflect payment of the maximum applicable front-end or deferred 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. Actual after-tax returns depend on an investor's 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. Returns for Class I shares are not shown in the table and will vary from those shown for Class A shares.
Average Annual Total Returns
Through December 31, 2007
1 Year | 5 Years | 10 Years | |||||||||||||
Class | |||||||||||||||
Class A Shares Return Before Taxes | -4.66 | % | 2.35 | % | 3.73 | % | |||||||||
Return After Taxes on Distributions | -4.66 | % | 2.35 | % | 3.66 | % | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares | -1.53 | % | 2.62 | % | 3.80 | % | |||||||||
Index | |||||||||||||||
Lehman Brothers Municipal Bond Index
(1)
(reflects no deduction for fees, expenses or taxes) |
3.36 | % | 4.30 | % | 5.18 | % |
The Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than the Return Before Taxes and the Return After Taxes on Distributions for the same period if there was a tax loss realized on the sale of Fund shares. The benefit of the tax loss (to the extent it can be used to offset other gains) may result in a higher return.
(1) The performance of the unmanaged indices is not necessarily representative of the Fund's performance.
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NATIONAL TAX FREE FUND
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Fee Table | Class | ||||||
I | |||||||
Shareholder Fees (Fees paid directly from your investment) | |||||||
Maximum Sales Charge on Purchases (as a % of offering price) | none | ||||||
Maximum Deferred Sales Charge (See "Purchases") | none | ||||||
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets) | |||||||
Management Fees (See "Management") (1) | 0.45 | % | |||||
Total Other Expenses | 0.47 | % | |||||
Interest and Related Expenses from Inverse Floaters (2) | 0.35 | % | |||||
Other Expenses (3) | 0.12 | % | |||||
Total Operating Expenses (4) | 0.92 | % |
(1) "Management Fees" are payable to Lord Abbett for the Fund's investment management.
(2) Interest and Related Expenses ("interest expense") from Inverse Floaters include certain expenses and fees related to the Fund's investments in inverse floaters (also known as "residual interest bonds"). Under accounting rules, some of those expenses are liabilities with respect to interest paid on short-term floating rate notes issued by the trusts whose inverse floater certificates are held by the Fund. Accounting rules also require the Fund to recognize additional income in an amount that directly corresponds to these expenses. Therefore, the Fund's net asset values per share and total returns have not been affected by these additional expenses. These expenses affect the amount of the Fund's Total Other Expenses and Total Operating Expenses in the table above and the Example below. See "Additional Investment Information Residual Interest Bonds."
(3) "Other Expenses" include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries for providing recordkeeping or other administrative services in connection with investments in the Fund.
(4) For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the Fund's expenses (excluding interest expense) so that the Fund's net expenses (excluding interest expense) do not exceed an aggregate annualized rate of 0.75% of average daily net assets for Class I shares.
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NATIONAL TAX FREE FUND
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. This example, like that in other funds' prospectuses, 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, that dividends and distributions are reinvested, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class I Shares | $ | 94 | $ | 293 | $ | 509 | $ | 1,131 |
Your expenses would be the same if you did not redeem your shares.
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ADDITIONAL INVESTMENT INFORMATION
This section describes some of the investment techniques that might be used by the Funds and some of the risks associated with those techniques.
Adjusting Investment Exposure. Each Fund will be subject to risks associated with investments. Each Fund may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political, and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices and other factors. For example, a Fund may seek to hedge against certain market risks. These strategies may involve effecting transactions in derivative and similar instruments, including but not limited to options, futures, forward contracts, swap agreements, warrants, and rights. If we judge market conditions incorrectly or use a hedging strategy that does not correlate well with a Fund's investments, it could result in a loss, even if we intended to lessen risk or enhance returns. These strategies may involve a small investment of cash compared to the magnitude of the risk assumed and could produce disproportionate gains or losses.
Concentration. Each Fund will not invest more than 25% of its total assets in any industry, other than tax-exempt securities issued by governments or political subdivisions of governments to which this limitation does not apply. Where nongovernmental users of facilities financed by tax-exempt revenue bonds are in the same industry (such as frequently occurs in the real estate and health care industries), there may be additional risk to a Fund in the event of an economic downturn in that industry. This may result generally in a lowered ability of such users to make payments on their obligations.
Diversification. The National Tax Free Fund is a diversified fund. A diversified fund, with respect to 75% of total assets, will normally not purchase a security if, as a result, more than 5% of the fund's total assets would be invested in securities of a single issuer or the fund would hold more than 10% of the outstanding voting securities of the issuer. The High Yield Municipal Bond Fund is a nondiversified mutual fund. This means that the Fund may invest a greater portion of its assets in, and own a greater amount of the voting securities of, a single company than a diversified fund. As a result, the value of a nondiversified fund's investments may be more affected by a single adverse economic, political or regulatory event than the investments of a diversified fund would be.
Futures Contracts and Options on Futures Contracts. Each Fund may enter into financial futures contracts and options thereon as a substitute for taking a position in an underlying asset, to increase returns, for bona fide hedging purposes or to pursue risk management strategies. These transactions involve the purchase or sale of a contract to buy or sell a specified security or other financial instrument
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at a specific future date and price on an exchange or in the over-the-counter ("OTC") market. The Funds are not registered as, nor are they subject to registration or regulation as, commodity pool operators under the Commodity Exchange Act.
Risks of Options and Futures. Fund transactions in futures, options on futures and other options, if any, involve additional risk of loss. Loss may result, for example, from adverse market movements, a lack of correlation between changes in the value of these derivative instruments and a Fund's assets being hedged, the potential illiquidity of the markets for derivative instruments, the risk that the counterparty to an OTC contract will fail to perform its obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions.
Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include: domestic 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 all swap transactions; 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. 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 risks associated with illiquid investments are more fully described below under "Non-Investment Grade Municipal Bonds."
Interest Rate Swaps, Credit Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, a Fund may also be required to pay the dollar value of that decline to the counterparty.
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The Funds may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms.
The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
The Funds may enter into swap transactions for hedging purposes or to seek to increase total return. The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors and collars, is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the Funds would be less favorable than it would have been if these investment techniques were not used. It is not currently expected that these investments will be a principal strategy of the Funds.
Non-Investment Grade Municipal Bonds. Non-investment grade municipal bonds and unrated municipal bonds of comparable credit quality (commonly known as "high yield" or "junk" bonds) may be highly speculative and have poor prospects for reaching investment grade standing. Non-investment grade securities are subject to the increased risk of an issuer's inability to meet principal and interest obligations and a greater risk of default. These securities may be subject to greater price volatility due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
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
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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. A less liquid secondary market also may make it more difficult for a Fund to obtain precise valuations of the lower rated securities in its portfolio.
Private Activity or Industrial Development Bonds. The High Yield Municipal Bond Fund may invest up to 100% of its net assets and the National Tax Free Fund may invest up to 20% of its net assets (less any amount invested in the temporary taxable investments described under "Principal Strategy") in private activity bonds (sometimes called "AMT paper"). See "Distributions and Taxes." The credit quality of such bonds usually is directly related to the credit standing of the private user of the facilities.
Residual Interest Bonds. The High Yield Municipal Bond Fund may invest up to 100% of its net assets and the National Tax Free Fund may invest up to 20% of its net assets in residual interest bonds ("RIBs") (also known as "inverse floaters") to enhance income and manage portfolio duration. RIBs are issued by tender option bond trusts ("trusts") that are established by a third party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to RIBs, these trusts typically issue short-term floating rate notes which are usually sold to money market funds ("floating rate notes"). A RIB is a type of "derivative" debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note inversely affect the interest paid on the RIB, the value and income of a RIB is generally more volatile than the value and income of a fixed rate municipal bond. RIBs have interest rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise, and increase the interest paid to a Fund when short-term interest rates fall. The value of RIBs also falls faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value rises more rapidly when interest rates fall. RIBs have varying degrees of liquidity, and the market for these securities is relatively volatile. RIBs tend to underperform the market for fixed rate municipal bonds in a rising long-term interest rate environment, but tend to outperform that market when long-term interest rates decline.
Each Fund may acquire RIBs issued by trusts that have been established by a transfer of municipal bonds by the Fund or an agent on behalf of the Fund. Such transfers do not qualify for sale treatment under Statement of Financial Accounting Standard No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities;" therefore, the municipal bonds deposited into such
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trusts are presented in the Funds' schedules of investments and the proceeds from the transactions are reported as a liability for trust certificates. Interest income from the underlying bonds is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a trust are reported as expenses of the Fund involved. The floating rate trust certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the trust for redemption at par at each reset date. The RIBs held by a Fund provide the Fund the right to (1) cause the holders of a proportional share of floating rate trust certificates to tender their certificates at par and (2) transfer a corresponding share of the municipal bonds from the trust to the Fund.
Zero Coupon, Deferred Interest, Pay-In-Kind and Capital Appreciation Bonds. The Funds may invest in zero coupon bonds, deferred interest, pay-in-kind and capital appreciation bonds. These bonds are issued at a discount from their face value because interest payments are typically postponed until maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities.
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, the Fund involved may not receive any return on its investment.
An investment in zero coupon and delayed interest 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 distribution requirements, a Fund may have to sell portfolio securities that it otherwise would have continued to hold or to use cash flows from other sources such as the sale of Fund shares.
Information on Portfolio Holdings. The Funds' Annual and Semiannual Reports, which are sent to shareholders and filed with the Securities and Exchange Commission ("SEC"), contain information about the Funds' portfolio holdings, including a complete schedule of holdings. The Funds also file their complete schedules of portfolio holdings with the SEC on Form N-Q as of the end of their first and third fiscal quarters.
In addition, on or about the first day of the second month following each calendar quarter-end, each Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The Funds also may make publicly available other portfolio related information within 15 days
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following the end of each calendar month for which such information is made available. Such information may include: a list of the largest portfolio positions; portfolio commentaries; portfolio performance attribution information; "fact sheets" or similar updates; and certain other information regarding one or more portfolio positions. This information will remain available until the schedule, list, commentary, fact sheet, performance attribution or other information for the next month is publicly available. You may view this information for the most recently ended calendar quarter or month at www.lordabbett.com under the relevant Fund's holdings tab or request a copy at no charge by calling Lord Abbett at 888-522-2388.
From time to time, a portfolio manager, analyst, or other Lord Abbett employee may express observations and/or opinions regarding macroeconomic, geopolitical, market sector, industry, issuer-specific, or other developments. The observations and/or opinions expressed by such person do not necessarily represent the observations and/or opinions of Lord Abbett or any other person associated with Lord Abbett. Any such observations and/or opinions are subject to change at any time for any reason, and Lord Abbett disclaims any responsibility to update such observations and/or opinions. These observations and/or opinions may not be relied upon as investment advice and, because investment decisions for Lord Abbett Funds are based on multiple factors, may not be relied upon as any indication of trading intent on behalf of any Lord Abbett Fund.
For more information on the Funds' policies and procedures with respect to the disclosure of its portfolio holdings and ongoing arrangements to make available such information on a selective basis to certain third parties, please see "Investment Policies Policies and Procedures Governing the Disclosure of Portfolio Holdings" in the Statement of Additional Information.
MANAGEMENT
Boards of Directors/Trustees. The Boards oversee the management of the business and affairs of the Funds. The Boards meet regularly to review their respective Funds' portfolio investments, performance, expenses, and operations. The Boards appoint officers who are responsible for the day-to-day operations of their respective Funds and who execute policies authorized by the Boards. More than 75 percent of the Board members are independent of Lord Abbett.
Each year in December the Boards consider whether to approve the continuation of the existing management and administrative services agreements between each Fund and Lord Abbett. A discussion regarding the basis for the Boards' approval is available in the Funds' Semiannual Report to Shareholders for each six-month period ended March 31.
Investment Adviser. The Funds' investment adviser is Lord, Abbett & Co. LLC, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in
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1929, Lord Abbett manages one of the nation's oldest mutual fund complexes, with assets under management of approximately $110 billion in 51 mutual fund portfolios and other advisory accounts as of December 31, 2007.
Investment Managers. Lord Abbett uses a team of investment managers and analysts acting together to manage each Fund's investments. The Statement of Additional Information contains additional information about investment manager compensation, other accounts managed, and ownership of Fund shares.
Daniel S. Solender heads the investment management team. Peter Scott Smith is a senior team member of each Fund's team. Messrs. Solender and Smith are primarily and jointly responsible for the day-to-day management of the Funds.
Mr. Solender, Director of Municipal Bond Management, joined Lord Abbett in 2006 and has been a member of the team since 2006. Prior thereto he served as a Vice President and Portfolio Manager at Nuveen Investments from 1991 to 1999 and 2003 to 2006 and served as Principal and Portfolio Manager at Vanguard Group from 1999 to 2003. Mr. Solender has been in the investment business since 1987. Mr. Smith, Investment Manager, joined Lord Abbett in 1992 and has been in the investment business since 1989. Mr. Smith has been a member of the High Yield Municipal Bond Fund's team since 2006 and has been a member of the National Tax Free Fund's team since 2003.
Management Fee. Lord Abbett is entitled to an annual management fee based on each Fund's average daily net assets. The management fee for the High Yield Municipal Bond Fund is calculated daily and payable monthly 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.
The management fee for the National Tax Free Fund is calculated daily and payable monthly 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 average daily net assets over $2 billion.
In addition, Lord Abbett provides certain administrative services to each of the Funds pursuant to an Administrative Services Agreement in return for a fee at the annual rate of 0.04% of each Fund's average daily net assets. Each Fund pays all expenses not expressly assumed by Lord Abbett. For more information about the services Lord Abbett provides to the Funds, see the Statement of Additional Information.
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YOUR INVESTMENT
AVAILABILITY OF CLASS I SHARES
Who May Invest? Class I shares are currently available for purchase by the following entities:
Registered investment advisers ("Adviser") investing on behalf of clients, provided that the Adviser:
(i) is not affiliated or associated with a broker or dealer primarily engaged in the retail securities business ("Broker-Dealer");
(ii) derives its compensation for its services exclusively from its clients for such advisory services; and
(iii) has entered into an appropriate agreement with the Fund and/or Lord Abbett Distributor LLC for such purchases.
Institutional investors, such as retirement plans ("Plans"), companies, foundations, trusts, endowments and other entities where the total amount of potential investable assets exceeds $10 million, that were not introduced to Lord Abbett by persons associated with a Broker-Dealer.
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 a fund of funds.
In addition, Class I shares may be available for purchases by or on behalf of Financial Intermediaries for clients that pay the Financial Intermediaries fees for services that include investment advisory or management services, provided that the Financial Intermediaries or their trading agents have entered into special arrangements with and agreeable to the Fund and/or Lord Abbett Distributor specifically for such purchases. Financial Intermediaries should contact Lord Abbett Distributor to determine whether the Financial Intermediary may be eligible for such purchases.
How Much Must You Invest? You may buy the Fund's shares through any independent securities dealer having a sales agreement with Lord Abbett
As used in the section "Your Investment," the term "Fund" refers to each of the Funds described in this Prospectus unless explicitly stated otherwise. | |||
Effective September 28, 2007, the Fund's Class Y shares were renamed Class I shares. | |||
Lord Abbett Distributor LLC ("Lord Abbett Distributor" or the "Distributor") acts as agent for the Fund to work with investment professionals that buy and/or sell shares of the Fund on behalf of their clients. | |||
Generally, Lord Abbett Distributor does not sell Fund shares directly to investors. | |||
Financial Intermediaries include broker-dealers, registered investment advisers, banks, trust companies, certified financial planners, third-party administrators, recordkeepers, trustees, custodians, financial consultants and insurance companies. |
YOUR INVESTMENT
25
Distributor, our principal underwriter. Place your order with your investment dealer or send the money to the Fund (P.O. Box 219366, Kansas City, MO 64121).
The minimum initial investment is $1 million, except for (1) certain purchases through or by Financial Intermediaries or Advisers that charge a fee for services that include investment advisory or management services, and (2) purchases by Plans meeting the eligibility requirements described in the preceding paragraph, which have no minimum. This offering may be suspended, changed or withdrawn by Lord Abbett Distributor, which reserves the right to reject any order.
PURCHASES
Proper Form. You may purchase Class I shares at the net asset value ("NAV") per share next determined after we receive your purchase order submitted in proper form. We will not consider an order to be in proper form until we have certain identifying information required under applicable law. No sales charges apply.
An initial purchase order submitted directly to the Fund must contain: (1) a completed application with all applicable requested information and (2) payment by check. When purchases are made by check, redemption proceeds will not be paid until the Fund or transfer agent is advised that the check has cleared, which may take up to 15 calendar days. For more information, please call the Fund at 888-522-2388.
See "Procedures Required by the USA PATRIOT Act" for more information.
We reserve 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 interests of the Fund and its shareholders. All purchase orders are subject to our acceptance.
Buying Shares Through Your Dealer. Orders for shares received by the Fund prior to the close of the NYSE, or received by dealers prior to such close and received by Lord Abbett Distributor prior to the close of its business day, will be confirmed at the NAV effective at such NYSE close. Orders received by dealers after the NYSE closes and received by Lord Abbett Distributor in proper form prior to the close of its next business day are executed at the NAV effective as of the close of the NYSE on that next business day. The dealer is responsible for the timely transmission of orders to Lord Abbett Distributor. A business day is a day on which the NYSE is open for trading.
Buying Shares By Wire. To open an account, call 888-666-0022, Institutional Trading Department, to set up your account and to arrange a wire transaction. Wire to: UMB, N.A., Kansas City, routing number 101000695, bank account
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26
number: 987800033-3, FBO: (account name) and (your Lord Abbett account number). Specify the complete name of the Fund, note Class I shares and include your new account number and your name. To add to an existing account, wire to: UMB, N.A., Kansas City, routing number 101000695, bank account number: 987800033-3, FBO: (account name) and (your Lord Abbett account number). Specify the complete name of the Fund, note Class I shares and include your account number and your name.
REDEMPTIONS
Redemptions of Fund shares are executed at the NAV next determined after the Fund receives your order in proper form. In the case of redemptions involving Retirement and Benefit Plans, you may be required to provide the Fund with one or more completed forms before your order will be executed. For more information, please call 888-522-2388.
By Broker. Call your investment professional for instructions on how to redeem your shares.
By Telephone. To obtain the proceeds of a redemption of less than $50,000 from your account, you or your representative should call the Fund at 888-522-2388.
Online. If you have direct account access privileges, you may submit a redemption request online by logging onto www.lordabbett.com and entering your account information and personal identification data.
By Mail. Submit a written redemption request indicating the name(s) in which the account is registered, the Fund's name, the class of shares, your account number, and the dollar value or number of shares you wish to redeem and include all necessary signatures.
If you have direct account access privileges, redemption proceeds may be paid by electronic transfer via an automated clearing house deposit to your bank account on record with the Fund; otherwise, normally a check will be mailed to the name(s) and address in which the account is registered (or otherwise according to your instruction) within three business days after receipt of your redemption request. Your account balance must be sufficient to cover the amount being redeemed or your redemption order will not be processed. Under unusual
Telephone and Online Transactions. For your security, telephone and online transactions requests are recorded. We will take measures to verify the identity of the person calling or submitting a request online, such as asking for your name, account number, personal identification number and other relevant information. The Fund will not be liable for following instructions communicated by telephone or online that it reasonably believes to be genuine. |
YOUR INVESTMENT
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circumstances, the Fund may suspend redemptions, or postpone payment for more than seven days, as permitted by federal securities laws.
If the signer has any legal capacity (i.e., the authority of an individual to act on behalf of an entity or other person(s)), the signature and capacity must be guaranteed by an Eligible Guarantor . Certain other legal documentation may be required. For more information regarding proper documentation, please call 888-522-2388.
A Guaranteed Signature is designed to protect you from fraud by verifying your signature. We require a Guaranteed Signature by an Eligible Guarantor on requests for:
a redemption check for which you have the legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate or on behalf of a corporation),
a redemption check payable to anyone other than the shareholder(s) of record,
a redemption check to be mailed to an address other than the address of record,
a redemption check payable to a bank other than the bank we have on file, or
a redemption for $50,000 or more.
By Wire. In order to receive funds by wire, our servicing agent must have the wiring instructions on file. To verify that this feature is in place, call 888-666-0022, Institutional Trading Department (minimum wire: $1,000). Your wire redemption request must be received by the Fund before the close of the NYSE for money to be wired on the next business day.
Redemptions in Kind. The Fund has the right to pay redemption proceeds to you in whole or in part by a distribution of securities from the Fund's portfolio. It is not expected that the Fund would do so except in unusual circumstances. If the Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash.
Eligible Guarantor is any broker or bank that is usually a member of the medallion stamp program. Most major securities firms and banks are members of this program. A notary public is not an eligible guarantor. | |||
Guaranteed Signature. An acceptable form of guarantee would be as follows: | |||
In the case of an estate - | |||
Robert A. Doe
Executor of the Estate of John W. Doe |
|||
[Date] | |||
|
|||
In the case of a corporation - ABC Corporation | |||
Mary B. Doe | |||
By Mary B. Doe, President
[Date] |
|||
|
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DISTRIBUTIONS AND TAXES
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 a Fund to pay them to you in cash.
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 Fund's income will be exempt from regular 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. Further, all or a portion of the exempt-interest dividends you receive may be subject to federal individual or corporate alternative minimum tax ("AMT"). High Yield Municipal Bond Fund may invest up to 100% of its net assets in private activity bonds ("sometimes called AMT paper") and National Tax Free Fund may invest up to 20% of its net assets in private activity bonds. The income from these bonds is an item of tax preference when determining your federal individual or corporate AMT, which may cause the income to be taxable.
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.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits.
Any sale, redemption or exchange of Fund shares may be taxable.
If you buy shares when a Fund has realized but not yet either declared or distributed 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 potentially taxable distribution.
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. The Supreme Court is currently reviewing a Kentucky Court of Appeals decision involving the state taxation of income derived from out-of-state municipal obligations that, if upheld, could adversely affect the value of some municipal bonds. The Kentucky court concluded that a Kentucky state statute violated the federal constitution by allowing Kentucky to exempt interest derived by Kentucky residents from Kentucky state and local obligations while taxing
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Kentucky residents on interest derived from municipal obligations of other state and local jurisdictions. It is not possible to predict what the Supreme Court will decide, but if the lower court's decision were to be upheld, such a ruling would impact other states with similar statutes because the case arises under the federal constitution. In such a case, Kentucky and other states with similar statutes would be required to treat income derived from all in-state and out-of-state bonds equally by either exempting income derived from all out-of-states bonds from a state's income tax or taxing income derived from all states' municipal bonds. This in turn could adversely affect the value of some of the municipal bonds held by the Funds.
Certain tax reporting information concerning the tax treatment of Fund distributions, including the source of dividends and distributions of capital gains by a Fund, will be mailed to shareholders each year.
You must provide your Social Security number or other taxpayer identification number to the Fund along with certifications required by the Internal Revenue Service when you open an account. If you do not or it is otherwise legally required to do so, the Fund will withhold 28% "backup withholding" tax from your distributions, sale proceeds and any other payments to you.
Shareholders generally will not be able to exclude exempt-interest dividends paid by a 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 dividends from a Fund to be excludible 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 excludible 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 excludible when determining your taxable income. In addition, the portion of each Fund's dividends attributable to private activity bonds will be a tax preference item for federal, and possibly state, AMT purposes.
Because everyone's tax situation is unique, you should consult your tax adviser regarding the treatment of such 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, redemption, or exchange of your shares.
OTHER SERVICES FOR FUND INVESTORS
Telephone and Online Purchases and Redemptions. Shareholders, other than shareholders who hold their shares in an account maintained by a broker-dealer,
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may have direct account access privileges with the Fund, which allows shareholders to purchase or redeem shares by telephone or online. For new accounts, you may obtain direct account access privileges by completing the Account Application (including providing your bank information) and indicating that you wish telephone or online trading privileges. For existing accounts, you may obtain telephone or online trading privileges by submitting an Application for ACH Electronic Funds Transfer.
Transactions by telephone or online may be difficult to submit during times of drastic economic or market changes or during other times where communications may be difficult. When initiating a transaction by telephone or online, shareholders should be aware of the following considerations:
Security. The Fund and its service providers employ verification and security measures for your protection. 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.
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.
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 transaction submitted once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction.
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.
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 processing the insufficient funds transaction. The Fund reserves the right to liquidate all or a portion of your account to cover such losses, fees and expenses.
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Telephone Exchange Privilege. Class I shares may be exchanged without a service charge for Class I shares of any Eligible Fund among the Lord Abbett-sponsored funds.
Account Statements. Every Lord Abbett investor automatically receives quarterly account statements.
Householding. We have adopted a policy that allows us to send only one copy of the Fund's 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 219366, Kansas City, MO 64121.
Account Changes. For any changes you need to make to your account, consult your investment professional or call the Fund at 888-522-2388.
OTHER INFORMATION FOR FUND INVESTORS
Excessive Trading and Market Timing. The Fund is designed for long-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 meet the redemption demands resulting from such frequent trading. Each of these, in turn, could increase tax, administrative, and other costs, and reduce the Fund's 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
Exchange Limitations. As described under "Your Investment Purchases," we reserve the right to modify, restrict or reject any exchange request if the Fund or Lord Abbett Distributor determines it is in the best interests of the Funds and its shareholders. The Fund also may revoke the privilege for all shareholders upon 60 days' written notice. | |||
Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored fund offering Class I shares. |
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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 shareholder's ability to engage successfully in 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 "Other Information for Fund Investors Pricing of Fund Shares."
The Fund's 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 the Fund's shares. For this reason, the Fund's 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. Under the frequent trading policy, any Lord Abbett Fund shareholder redeeming Fund shares valued at $5,000 or more (other than shares of Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund) from an account will be prohibited from investing in the Fund in the account for 30 calendar days after the redemption (the "Policy"). The Policy applies to all redemptions and purchases for an account that are part of an exchange transaction or transfer of assets, but does not apply to the following types of transactions unless the Distributor determines in its sole discretion that the transaction may be harmful to the Fund: (1) systematic purchases and redemptions, such as purchases made through reinvestment of dividends or other distributions, or certain automatic or systematic investment, exchange or withdrawal plans (such as payroll deduction plans, and the Fund's Invest-A-Matic and Systematic Withdrawal Plans); (2) Retirement and Benefit Plan payroll and/or employer
Retirement and Benefit Plans include qualified and nonqualified retirement plans, deferred compensation plans and other employer-sponsored retirement, savings or benefit plans, such as defined benefit plans, 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, but do not include Individual Retirement Accounts ("IRAs"), unless explicitly stated elsewhere in the Prospectus. Lord Abbett offers a variety of retirement plans. Call 888-522-2388 for information about: | |||
Traditional, Rollover, Roth, and Education IRAs | |||
SIMPLE IRAs, SEP-IRAs, 401(k) and 403(b) accounts | |||
Defined Contribution Plans |
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contributions, loans and distributions; (3) purchases or redemptions by a "fund-of-funds" or similar investment vehicle that the Distributor in its sole discretion has determined is not designed to and/or is not serving as a vehicle for frequent trading; (4) purchases by an account that is part of a Fee-Based Program or mutual fund separate account program; and (5) purchases involving certain transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; provided that the Financial Intermediary maintaining the account is able to identify the transaction in its records as one of these transactions.
In addition to the Policy, 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 inconsistent with the Policy. 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 investor's financial advisor) 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 Fund's shares in the investor's account and inform the investor (and/or the investor's financial advisor) to cease all such activity in the account. The investor then has the option of maintaining any existing investment in the Fund, exchanging Fund shares for shares of Lord Abbett U.S. Government & Government Sponsored Enterprises 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 contingent deferred sales charge ("CDSC") or result in tax consequences. As stated above, although we generally notify the investor (and/or the investor's financial advisor) 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.
Fee-Based Programs include Fee-Based Advisory Programs and Fee-in-Lieu-of-Commission Programs sponsored or offered by Financial Intermediaries. In Fee-Based Advisory Programs, a Financial Intermediary provides a fee-based investment advisory program or service (including mutual fund wrap programs). In Fee-in-Lieu-of-Commission Programs, a Financial Intermediary bundles together a suite of services, such as brokerage, investment advice, research, and account management, and the client pays a fee based on the total asset value of the client's account for all or a specified number of transactions, including mutual fund purchases, in the account during a certain period. |
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We recognize that Financial Intermediaries that maintain accounts in omnibus recordkeeping environments or in nominee name may not be able reasonably to apply the Policy due to systems limitations or other reasons. In these instances, the 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. The Distributor also will seek the Financial Intermediary's agreement to cooperate with the Distributor's efforts to (1) monitor the Financial Intermediary's adherence to its policies and procedures and/or receive an amount and level of information regarding trading activity that the Distributor in its sole discretion deems adequate, and (2) stop any trading activity the Distributor identifies as frequent trading. Nevertheless, these circumstances may result in a Financial Intermediary's application of policies and procedures that are less effective at detecting and preventing frequent trading than the policies and procedures adopted by the 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 Fund's 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, the 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 the Distributor with additional transaction information so that the Distributor may determine if any investors appear to have engaged in frequent trading activity. The Distributor's monitoring activity normally is limited to review of historic account activity. This may result in procedures that may be less effective at detecting and preventing frequent trading than the procedures the 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 the Distributor would take, such as issuing warnings to cease frequent trading activity, placing blocks on accounts to prohibit future
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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 may also 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 the 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 the 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 the 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 or entity that opens an account. What this means for you when you open an account, we will require your name, address, date and place of organization or date of birth, taxpayer identification number or Social Security number, and we may ask for other information that will allow us to identify you. We also 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 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 will 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 or account applications accompanied by cash, cashier's checks, money orders, bank drafts, traveler's checks, and third party or double-endorsed checks, among others.
Pricing of Fund Shares. NAV per share for each class of the Fund's shares is calculated, under normal circumstances, each business day at the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time. Purchases and sales of the Fund's shares are executed at the NAV next determined after the Fund receives your order in proper form. Assuming they are in proper form, purchase and sale
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orders must be placed by the close of trading on the NYSE in order to receive that day's NAV; orders placed after the close of trading on the NYSE will receive the next day's NAV.
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 reflect broker/dealer-supplied valuations and electronic data processing techniques, and reflect the mean between the bid and asked prices. Securities having remaining maturities of 60 days or less are valued at their amortized cost.
Securities for which prices or market quotations are not available, do not accurately reflect fair value in Lord Abbett's opinion, or have been materially affected by events occurring after the close of the market on which the security is principally traded are valued under fair value procedures approved by the Fund's 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 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 foreign or U.S. indices. The Fund's 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.
Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. Lord Abbett, Lord Abbett Distributor and the Fund may make other payments to dealers and other firms authorized to accept orders for Fund shares (collectively, "Dealers").
Lord Abbett or Lord Abbett Distributor makes payments to Dealers in its sole discretion, at its own expense and out of its own resources (including revenues from advisory fees) and without additional cost to the Fund or the Fund's shareholders. This compensation from Lord Abbett is not reflected in the fees and expenses listed above in the Fee Table section of this Prospectus. The payments may be for:
marketing and/or distribution support for Dealers;
the Dealers' and their investment professionals' shareholder servicing efforts;
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training and education activities for the Dealers, their investment professionals and/or their clients or potential clients;
certain information regarding Dealers and their investment professionals;
sponsoring or otherwise bearing, in part or in whole, the costs for other meetings of Dealers' investment professionals and/or their clients or potential clients;
the purchase of products or services from the Dealers, such as investment research, software tools or data for investment analysis purposes; and/or
certain Dealers' costs associated with orders relating to Fund shares ("ticket charges").
Some of these payments are sometimes called "revenue sharing" payments. Most of these payments are intended to reimburse Dealers directly or indirectly for the costs they or their investment professionals incur in connection with educational seminars and training efforts about the Lord Abbett Funds to enable the Dealers and their investment professionals to make recommendations and provide services that are suitable and useful in meeting shareholder needs, as well as to maintain the necessary infrastructure to make the Lord Abbett Funds available to shareholders. The costs and expenses related to these efforts may include travel, lodging, entertainment and meals, among other things.
Lord Abbett or Lord Abbett Distributor may benefit from revenue sharing if the Dealer features the Fund in its sales system (such as by placing the Fund on its preferred fund list or giving access on a preferential basis to members of the Financial Intermediary's sales force or management). In addition, Lord Abbett Distributor may agree to participate in the Dealer's marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which Lord Abbett personnel may make presentations on the Fund to the intermediary's sales force). To the extent the Dealers sell more shares of the Fund or retain shares of the Fund in their clients' accounts, Lord Abbett receives greater management and other fees due to the increase in the Fund's assets. Although a Dealer may request additional compensation from Lord Abbett to offset costs incurred by the Dealer servicing its clients, the Dealer may earn a profit on these payments, if the amount of the payment exceeds the Dealer's costs.
Lord Abbett or Lord Abbett Distributor, in its sole discretion, determines the amounts of payments to Dealers, with the exception of purchases of products or services and certain expense reimbursements. Lord Abbett and Lord Abbett Distributor consider many factors in determining the basis or amount of any additional payments to Dealers. These factors include the Dealer's sales, assets and redemption rates relating to Lord Abbett Funds, penetration of Lord Abbett Fund sales among investment professionals within the Dealer, and the potential to
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expand Lord Abbett's relationship with the Dealer. Lord Abbett and Lord Abbett Distributor also may take into account other business relationships Lord Abbett has with a Dealer, including other Lord Abbett financial products or advisory services sold by or provided to a Dealer or one or more of its affiliates. Based on its analysis of these factors, Lord Abbett groups Dealers into tiers, each of which is associated with a particular maximum amount of revenue sharing payments expressed as a percentage of assets of the Lord Abbett Funds attributable to that particular Dealer. The payments presently range from 0.02% to 0.1% of Lord Abbett Fund assets attributable to the Dealer and/or its investment professionals. For certain relationships entered into before February 1, 2006 with Dealers selling the Lord Abbett Funds in connection with variable insurance products, Lord Abbett or Lord Abbett Distributor may make payments up to 0.15% of the related Lord Abbett Funds' assets and/or sales. These maximum payment limitations may not be inclusive of payments for certain items, such as training and education activities, other meetings, and the purchase of certain products and services from the Dealers. The Dealers within a particular tier may receive different amounts of revenue sharing or may not receive any. Lord Abbett or Lord Abbett Distributor may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any given Fund. In addition, Lord Abbett's formula for calculating revenue sharing payments may be different from the formulas that the Dealers use. Please refer to the Fund's Statement of Additional Information for additional information relating to revenue sharing payments.
Neither Lord Abbett nor Lord Abbett Distributor makes payments directly to a Dealer's investment professionals, but rather they are made solely to the Dealer itself (with the exception of expense reimbursements related to the attendance of a Dealer's investment professionals at training and education meetings and at other meetings involving the Lord Abbett Funds). The Dealers receiving additional payments include those that may recommend that their clients consider or select the Fund or other Lord Abbett Funds for investment purposes, including those that may include one or more of the Lord Abbett Funds on a "preferred" or "recommended" list of mutual funds. In some circumstances, the payments may create an incentive for a Dealer or its investment professionals to recommend or sell shares of Lord Abbett Funds to a client over shares of other funds. For more specific information about any additional payments, including revenue sharing, made to your Dealer, please contact your investment professional.
The Fund's portfolio transactions are not used to compensate Dealers that sell shares of the Lord Abbett Funds. Lord Abbett places the Fund's portfolio transactions with broker-dealers based on their ability to provide the best net results from the transaction to the Fund. If Lord Abbett determines that a Dealer
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can provide the Fund with the best net results, Lord Abbett may place the Fund's portfolio transactions with the Dealer even though it sells or has sold shares of the Fund. In no event, however, does or will Lord Abbett give any consideration to a Dealer's sales in deciding which Dealer to choose to execute the Fund's portfolio transactions. Lord Abbett maintains policies and procedures designed to ensure that it places portfolio transactions based on the Fund's receipt of the best net results only. These policies and procedures also permit Lord Abbett to give consideration to proprietary investment research a Dealer may provide to Lord Abbett.
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 intermediary provides these services, Lord Abbett or the Fund may compensate the intermediary for these services. In addition, your 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 in order to assist the Lord Abbett Funds in their compliance with state securities laws. The fees Lord Abbett Funds pay are designed to compensate Financial Intermediaries for such services.
The Lord Abbett Funds may also pay fees to broker-dealers for networking services. Networking services may include but are not limited to:
establishing and maintaining individual accounts and records;
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providing client account statements; and
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 would otherwise 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 the discussion above and in the Fund's Statement of Additional Information. 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.
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FINANCIAL INFORMATION
FINANCIAL HIGHLIGHTS
The Funds do not show any financial highlights because their Class I shares have not yet commenced operations as of the date of this Prospectus.
FINANCIAL INFORMATION
42
NOTES:
To Obtain Information: | |||
By telephone. For shareholder account inquiries call the Funds at: 800-821-5129. For literature requests call the Funds at: 800-874-3733. | |||
By mail.
Write to the Funds at:
The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973 |
|||
Via the Internet.
Lord, Abbett & Co. LLC www.lordabbett.com |
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Text only versions of Fund documents can be viewed online or downloaded from the SEC: www.sec.gov. | |||
You can also obtain copies by visiting the SEC's Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending your request electronically to publicinfo@sec.gov. |
ADDITIONAL INFORMATION
More information on each Fund is available free upon request, including the following:
ANNUAL/SEMIANNUAL REPORT
The Funds' Annual and Semiannual Reports contain more information about each Fund's investments and performance. The Annual Report also includes details about the market conditions and investment strategies that had a significant effect on each Fund's performance during the last fiscal year. The Reports are available, free of charge, at www.lordabbett.com, and through other means, as indicated on the left.
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI provides more details about the Funds and their policies. A current SAI is on file with the Securities and Exchange Commission ("SEC") and is incorporated by reference (legally considered part of this prospectus). The SAI is available free of charge at www.lordabbett.com, and through other means, as indicated on the left.
Lord Abbett Mutual Fund shares
are distributed by:
LORD ABBETT DISTRIBUTOR LLC
90 Hudson Street
Jersey City, New Jersey 07302-3973
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett National Tax-Free Income Fund
Lord Abbett Municipal Income Trust
Lord Abbett High Yield Municipal Bond Fund
LATFI-I-(2/08)
SEC File Numbers: 811-03942, 811-06418
LORD ABBETT |
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Statement of Additional Information |
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February 1, 2008 |
LORD ABBETT MUNICIPAL INCOME TRUST
Lord Abbett High Yield Municipal Bond Fund
LORD ABBETT MUNICIPAL INCOME FUND, INC.
Lord Abbett National Tax Free Income Fund
(Class I Shares)
This Statement of Additional Information (SAI) is not a Prospectus. A Prospectus may be obtained from your securities dealer 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 the Class I shares of Lord Abbett National Tax Free Income Fund, a series of Lord Abbett Municipal Income Fund, Inc. (the National Fund), and Lord Abbett High Yield Municipal Bond Fund, a series of Lord Abbett Municipal Income Trust (the High Yield Municipal Bond Fund) dated February 1, 2008.
Shareholder account inquiries should be made by directly contacting the Funds or by calling 888-522-2388. The Funds Annual and Semiannual Reports to Shareholders contain additional performance information and are available without charge, upon request by calling 888-522-2388. In addition, you can make inquiries through your dealer.
TABLE OF CONTENTS
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1. |
Fund History |
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2. |
Investment Policies |
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3. |
Management of the Funds |
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4. |
Control Persons and Principal Holders of Securities |
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5. |
Investment Advisory and Other Services |
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6. |
Brokerage Allocations and Other Practices |
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7. |
Classes of Shares |
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8. |
Purchases, Redemptions, Pricing and Payments to Dealers |
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9. |
Taxation of the Funds |
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10. |
Underwriter |
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11. |
Financial Statements |
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Appendix A Bond Ratings |
A-1 |
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Appendix B Portfolio Information Recipients |
B-1 |
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Appendix C Proxy Voting Policies and Procedures |
C-1 |
1.
Lord Abbett Municipal Income Fund, Inc. (the Income Fund) was organized as a Maryland corporation on December 27, 1983. The Income Fund was formerly known as Lord Abbett Tax-Free Income Fund, Inc., and changed its name effective January 28, 2005. The Income Fund consists of seven series or portfolios, one of which is offered in this SAI: Lord Abbett National Tax-Free Income Fund (National Fund). The National Fund is a diversified investment company registered under the Act.
Lord Abbett Municipal Income Trust (the Income Trust) was organized as a Massachusetts business trust on September 11, 1991 and was reorganized as a Delaware statutory trust on July 22, 2002 with an unlimited number of shares of beneficial interest authorized. The Income Trust was formerly known as Lord Abbett Tax-Free Income Trust, and changed its name effective December 30, 2004. The Income Trust consists of four series or portfolios, one of which is discussed in this SAI: Lord Abbett High Yield Municipal Bond Fund (the High Yield Municipal Bond Fund).
The National Fund and the High Yield Municipal Bond Fund are each referred to as a Fund and collectively as the Funds. The High Yield Municipal Bond Fund is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the Act). The National Fund is a diversified, open-end management investment company registered under the Act.
Each Fund has six classes of shares (A, B, C, F, I and P), but only Class I shares are offered in this SAI.
2.
Investment Policies
Fundamental Investment Restrictions . Each Funds investment objective in the Prospectus cannot be changed without approval of a majority of the Funds outstanding shares (as defined in the Act). Each Fund is also subject to the following fundamental investment restrictions that cannot be changed without approval of a majority of the Funds outstanding shares (as defined in the Act).
Each Fund may not:
(1) borrow money (except that (i) each Fund may borrow from banks (as defined in the Act) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) each Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) each Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) each Fund may purchase securities on margin to the extent permitted by applicable law);
(2) pledge its assets (other than to secure such borrowings or to the extent permitted by each Funds investment policies as permitted by applicable law);
(3) engage in the underwriting of securities except pursuant to a merger or acquisition or to the extent that, in connection with the disposition of its portfolio securities, it may be deemed to be an underwriter under federal securities laws;
(4) make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and 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 except further that each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law;
(5) buy or sell real estate (except that each Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein), 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);
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(6) with respect to 75% of the gross assets of the National Fund, buy securities of one issuer representing more than (i) 5% of the Funds 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
(8) issue senior securities to the extent such issuance would violate applicable law.
Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the first restriction, with which the Funds must comply on a continuous basis.
Non-Fundamental Investment Restrictions . In addition to each Funds investment objective in the Prospectus and the investment restrictions above that cannot be changed without shareholder approval, each Fund is also subject to the following non-fundamental investment restrictions that may be changed by its Board of Directors/Trustees (individually, a Board and collectively, the Boards) 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 (Rule 144A) determined by 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;
(4) 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 Funds total assets (included within such limitation, but not to exceed 2% of the Funds total assets, are warrants that are not listed on the New York Stock Exchange (NYSE) or American Stock Exchange or a major foreign exchange);
(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) write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in the Funds Prospectus and SAI, as they may be amended from time to time or;
(7) buy from or sell to any of the Income Funds or Income Trusts officers, directors, trustees, employees, or each Funds investment adviser or any of the advisers officers, partners or employees, any securities other than shares of the Fund.
Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security.
Portfolio Turnover Rate. For the fiscal years ended September 30, 2007 and September 30, 2006, the portfolio turnover rates for the High Yield Municipal Bond Fund were 24.92% and 62.27%, respectively. For the fiscal years ended September 30, 2007 and September 30, 2006, the portfolio turnover rates for the National Fund were 49.43% and 72.24%, respectively.
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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 may be used by each Fund, including their associated risks. In addition, Appendix A hereto contains a description of municipal bond ratings. While some of these techniques involve risk when used independently, the Funds intend to use them to reduce risk and volatility in their portfolios.
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, the borrowing will increase its losses.
Futures Contracts and Options on Futures Contracts . Futures contracts are standardized contracts that provide for the sale or purchase of a specified financial instrument at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. In addition to incurring fees in connection with futures and options, an investor is required to maintain margin deposits. At the time of entering into a futures transaction or writing an option, an investor is required to deposit a specified amount of cash or eligible securities called initial margin. Subsequent payments, called variation margin, are made on a daily basis as the market price of the futures contract or option fluctuates.
Each Fund may purchase and sell futures contracts and purchase and write call and put options on futures contracts for bona fide hedging purposes, including to hedge against changes in interest rates, securities prices, or to the extent a Fund invests in foreign securities, currency exchange rates, or in order to pursue risk management strategies, including gaining efficient exposure to markets and minimizing transaction costs. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options.
Futures contracts and options on futures contracts present substantial risks, including the following:
· While a Fund may benefit from the use of futures and related options, unanticipated market events may result in poorer overall performance than if the Fund had not entered into any futures or related options transactions.
· 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 may thus 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 futures contracts and in writing call options on futures 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 Funds net asset value.
· As a result of the low margin deposits normally required in futures and options on futures trading, a relatively small price movement in a contract may result in substantial losses to a Fund.
· Futures contracts and related options may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
High-Yield or Lower-Rated Debt Securities . The High Yield Municipal Bond Fund may invest up to 100% of its assets and the National Fund may invest up to 35% of its assets in high-yield debt securities. High-yield debt securities (also referred to as lower-rated debt securities or junk bonds) are rated BB/Ba or lower and may pay a higher yield, but entail greater risks, than investment grade debt securities. When compared to investment grade debt securities, high-yield debt securities:
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· 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; 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.
In addition, while the market for high-yield, corporate debt securities has been in existence for many years, the market in recent years experienced a dramatic increase in the large-scale use of such securities to fund highly-leveraged corporate acquisitions and restructurings. Accordingly, past experience may not provide an accurate indication of future performance of this market, especially during periods of economic recession.
Since the risk of default is higher among high-yield debt securities, Lord Abbetts research and analysis are important ingredients 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.
Illiquid Securities . Each Fund may invest up to 15% of its net assets in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
· Domestic and foreign 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 all swap transactions.
· 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 Funds 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.
Interest Rate Swaps, Credit Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty.
Each Fund may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms.
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The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
Each Fund may enter into swap transactions for hedging purposes or to seek to increase total return. The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors and collars, is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used.
Investment Companies. Each Fund may invest in securities of other investment companies subject to limitations prescribed by the Act. These limitations include a prohibition on a Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of any Funds total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. Each Fund indirectly will bear its proportionate share of any management fees and other expenses paid by the investment companies in which it invests. Such investment companies will generally be money market funds or have investment objectives, policies and restrictions substantially similar to those of the investing Fund and will be subject to substantially the same risks.
Non-Investment Grade Municipal Bonds. Non-investment grade municipal bonds and unrated municipal bonds of comparable credit quality (commonly known as high yield or junk bonds) may be highly speculative and have poor prospects for reaching investment grade standing. Non-investment grade securities are subject to the increased risk of an issuers inability to meet principal and interest obligations and a greater risk of default. These securities may be subject to greater price volatility due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
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 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 a lower rated securities in its portfolio.
Municipal Bonds. In general, municipal bonds are debt obligations issued by or on behalf of states, territories and possessions of the United States, the District of Columbia, Puerto Rico, 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 includes 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 gross income for federal income tax purposes of most investors.
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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 power 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 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. Private activity bonds are, in most cases, revenue bonds and generally do not constitute the pledge of the faith, credit or taxing power 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.
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, it is likely that the Funds would be unable to obtain another acceptable source of payment. Some municipal leases, certificates of participation and moral obligation bonds may be illiquid.
Municipal bonds may also
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 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 Funds
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. 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.
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 Moodys Investors Service, Inc. (Moodys) and Standard & Poors Ratings Services (Standard & Poors) 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.
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Some municipal bonds feature credit enhancements, such as lines of credit, municipal bond insurance and standby bond purchase agreements (SBPAs). 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 insurance company, provides an unconditional and irrevocable guarantee that the insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any 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 insurers 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 providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower, bond issuer, or bond insurer.
Options on Securities. Each Fund may purchase and write put and call options on securities or securities indices that are traded on national securities exchanges or over-the-counter (OTC). A call option is a contract sold for a price giving its holder the right to buy a specific amount of securities at a specific price prior to a specified date. A covered call option is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. Each Fund may write covered call options that are traded on a national securities exchange with respect to securities in its portfolio in an attempt to increase income and to provide greater flexibility in the disposition of portfolio securities. During the period of the option, a Fund forgoes the opportunity to profit from any increase in the market price of the underlying security above the exercise price of the option (to the extent that the increase exceeds its net premium). Each Fund also may enter into closing purchase transactions in order to terminate their obligation to deliver the underlying security. This may result in a short-term gain or loss. A closing purchase transaction is the purchase of a call option (at a cost which may be more or less than the premium received for writing the original call option) on the same security, with the same exercise price and call period as the option previously written. If a Fund is unable to enter into a closing purchase transaction, it may be required to hold a security that it might otherwise have sold to protect against depreciation.
A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying securities at the exercise price at any time during the option period. A put option sold by a Fund is covered when, among other things, the Fund segregates permissible liquid assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken. Writing listed put options may be a useful portfolio investment strategy when a Fund has cash or other reserves available for investment as a result of sales of Fund shares or when the investment manager believes a more defensive and less fully invested position is desirable in light of market conditions. Each Fund will not purchase an option if, as a result of such purchase, more than 10% of its net assets would be invested in premiums for such options. Each Fund may write covered put options to the extent that cover for such options does not exceed 15% of the Funds net assets. Each Fund may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of the Funds net assets at the time an option is written.
The purchase and writing of options is a highly specialized activity that involves special investment risks. The Funds may use options for hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). If Lord Abbett is incorrect in its expectation of changes in market prices or determination of the correlation between the securities on which options are based and a Funds portfolio securities, the Fund may incur losses. The use of options can also increase a Funds transaction costs. OTC options will present greater possibility of loss because of their greater illiquidity and credit risks.
Residual Interest Bonds. The High Yield Municipal Bond Fund may invest up to 100% of its net assets and the National Fund may invest up to 20% of its net assets in residual interest bonds (RIBs) (also known as inverse floaters) to enhance income and manage portfolio duration. RIBs are issued by tender option bond trusts (trusts) that are established by a third party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to RIBs, these trusts typically issue short-term floating rate certificates or notes which are usually sold to
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money market funds (floating rate notes). A RIB is a type of derivative debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note inversely affect the interest paid on the RIB, the value and income of a RIB is generally more volatile than the value and income of a fixed rate municipal bond. RIBs have interest rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise, and increase the interest paid to a Fund when short-term interest rates fall. The value of RIBs also falls faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value rises more rapidly when interest rates fall. RIBs have varying degrees of liquidity, and the market for these securities is relatively volatile. RIBs tend to underperform the market for fixed rate municipal bonds in a rising long-term interest rate environment, but tend to outperform that market when long-term interest rates decline.
Each Fund may acquire RIBs issued by trusts that have been established by a transfer of municipal bonds by the Fund or an agent on behalf of the Fund. Such transfers do not qualify for sale treatment under Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities; therefore, the municipal bonds deposited into such trusts are presented in the Funds schedules of investments and the proceeds from the transactions are reported as a liability for trust certificates. Interest income from the underlying bonds is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a trust are reported as expenses of the Fund involved. The floating rate trust certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the trust for redemption at par at each reset date. The RIBs held by a Fund provide the Fund the right to (1) cause the holders of a proportional share of floating rate trust certificates to tender their certificates at par, and (2) transfer a corresponding share of the municipal bonds from the trust to the Fund.
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, currencies, interest rates, commodities, indices, credit default swaps, or other financial indicators (the Reference), or to relative changes in two or more References. The interest rate or principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference or certain specified events. Structured securities may be positively or negatively indexed with the result that the appreciation of the Reference 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 underlying 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 underlying asset, rate or index. A Fund could lose more than the principal amount invested.
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 investments in taxable securities will be limited to 20% of a Funds assets. Temporary defensive securities include:
· Short-Term Tax-Exempt Securities. The tax-exempt securities in which each Fund invests are municipal bonds, the interest on which is exempt from federal 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.
When-Issued Municipal Bonds. Each Fund may purchase new issues of municipal bonds, which are generally offered on a when-issued basis, with delivery and payment (settlement) normally taking place approximately one
9
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. During the period between purchase and settlement, each Funds 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 Funds custodian. There is a risk that market yields available at settlement may be higher than yields obtained on the purchase date, which could result in depreciation of value. While we may sell when-issued securities prior to settlement, we intend to actually acquire such securities unless a sale appears desirable for investment reasons.
Yield Curve Options. Each Fund may enter into options on the yield spread or differential between two securities. Such transactions 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. These bonds are issued at a discount from their face value because interest payments are typically postponed until maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities.
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 issuers perceived credit quality. The discount in the absence of financial difficulties of the issuer, typically decreases as the final maturity date approaches. If the issuer defaults, the Fund involved may not receive any return 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.
Policies and Procedures Governing Disclosure of Portfolio Holdings. The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings and ongoing arrangements making available such information to the general public, as well as to certain third parties on a selective basis. Among other things, the policies and procedures are reasonably designed to ensure that the disclosure is in the best interests of Fund shareholders and to address potential conflicts of interest between the Funds on the one hand and Lord Abbett and its affiliates or affiliates of the Funds on the other hand. Except as noted below, the Funds do not provide their portfolio holdings to any third party until they are made available to the general public on Lord Abbetts website at www.lordabbett.com or otherwise. The exceptions are as follows:
1. The Funds may provide their portfolio holdings to (a) third parties that render services to the Funds 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 Funds, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a monthly or calendar quarterly basis for the sole purpose of performing their own analyses with respect to
10
the Funds one day following each calendar period-end. The Funds may discuss or otherwise share portfolio holdings or related information with counterparties that execute transactions on behalf of the Funds;
2. The Funds may provide portfolio commentaries or fact sheets containing, among other things, a discussion of select portfolio holdings and a list of the largest portfolio positions, and/or portfolio performance attribution information to certain Financial Intermediaries one day following each period-end; and
3. The Funds may provide their portfolio holdings or related information under other circumstances subject to the authorization of the Funds officers, in compliance with policies and procedures adopted by the Board.
Before providing schedules of their portfolio holdings to a third party in advance of making them available to the general public, the Funds obtain assurances through contractual obligations, certifications or other appropriate means such as due diligence sessions and other meetings to the effect that: (i) neither the receiving party nor any of its officers, employees or agents will be permitted to take any holding-specific investment action based on the portfolio holdings and (ii) the receiving party will not use or disclose the information except as it relates to rendering services for the Funds related to portfolio holdings, to perform certain internal analyses in connection with its evaluation of the Funds and/or their investment strategies, or for similar purposes. The sole exception relates to the agreement with SG Constellation, LLC (SGC), the provider of financing for the distribution of the Funds Class B shares. The fees payable to SGC are based in part on the value of the Funds portfolio securities. In order 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 Funds) and may engage in certain hedging transactions based on the information. However, SGC will not engage in transactions based solely on the Funds portfolio holdings. In addition, and also in the case of other portfolio-related information, written materials will contain appropriate legends requiring that the information be kept confidential and restricting the use of the information. An executive officer of each Fund approves these arrangements subject to the Boards review and oversight, and Lord Abbett provides reports at least annually to the Board concerning them. The Board also reviews the Funds policies and procedures governing these arrangements on an annual basis. These policies and procedures may be modified at any time with the approval of the Board.
Neither the Funds, Lord Abbett nor any other party receives any compensation or other consideration in connection with any arrangement described in this section, other than fees payable to a service provider rendering services to the Funds related to the Funds portfolio holdings. For these purposes, compensation does not include normal and customary fees that Lord Abbett or an affiliate may receive as a result of investors making investments in the Funds. Neither the Funds, Lord Abbett nor any of their affiliates has entered into an agreement or other arrangement with any third party recipient of portfolio related information under which the third party would maintain assets in the Funds or in other investment companies or accounts managed by Lord Abbett or any of its affiliated persons as an inducement to receive the Funds portfolio holdings.
In addition to the foregoing, Lord Abbett provides investment advice to clients other than the Funds that have investment objectives and requirements that may be substantially similar to the Funds. Such clients also may have portfolios consisting of holdings substantially similar to the Funds holdings. Such clients may periodically receive portfolio holdings and other related information relative to their investment advisory arrangement with Lord Abbett in the regular course of such arrangement. It is possible that any such client could trade ahead of or against the Funds based on the information such client receives in connection with its investment advisory arrangement with Lord Abbett. In addition, Lord Abbetts investment advice to any client may be deemed to create a conflict of interest relative to other clients to the extent that it is possible that any client could trade against the interests of other clients based on Lord Abbetts investment advice. To address this potential conflict, Lord Abbett has implemented procedures governing its provision of impersonal advice that are designed to (i) avoid communication of Lord Abbetts intent or recommendations with respect to discretionary advice clients, and (ii) monitor the trading of impersonal advice clients to assess the likelihood of any adverse effects on discretionary advice clients. Lord Abbetts Compliance Department periodically reviews and evaluates Lord Abbetts adherence to the above policies and procedures, including the existence of any conflicts of interest between the Funds on the one hand and Lord Abbett and its affiliates or affiliates of the Funds on the other hand. The Compliance Department reports to the Board at least annually regarding its assessment of compliance with these policies and procedures.
Fund Portfolio Information Recipients . Attached as Appendix B is a list of the third parties that are eligible to receive portfolio holdings information pursuant to ongoing arrangements under the circumstances described above.
11
3.
Management of the Funds
The Board of the Income Fund is responsible for the management of the business and affairs of the Income Fund in accordance with the laws of the State of Maryland; the Board of the Income Trust is responsible for the management of the business and affairs of the Income Trust in accordance with the laws of the State of Delaware. Each Board appoints officers who are responsible for the day-to-day operations of the Income Fund and Income Trust and who execute policies authorized by the Boards. As discussed in the Funds Semiannual Report to Shareholders, the Board also approves an investment adviser to the Income Fund and Income Trust and continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director/Trustee holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Income Funds and Income Trusts organizational documents.
Lord, Abbett & Co. LLC (Lord Abbett), a Delaware limited liability company, is the investment adviser of the Income Fund and Income Trust.
Interested Directors/Trustees
The following Directors/Trustees are Partners of Lord Abbett and are interested persons of the Income Fund and Income Trust as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 51 portfolios or series.
Name,
Address and
|
|
Current
Position
|
|
Principal
Occupation
|
|
Other Directorships |
|
|
|
|
|
|
|
Robert S. Dow
|
|
Director since 1989; Trustee since 1991 and Chairman since 1996 |
|
Senior Partner since 2007 and Chief Executive Officer of Lord Abbett since 1996; formerly Managing Partner of Lord Abbett (1996-2007). |
|
N/A |
|
|
|
|
|
|
|
Daria L.
Foster
|
|
Director/Trustee since 2006 |
|
Managing Partner since 2007; formerly Director of Marketing and Client Service of Lord Abbett (1990-2007). |
|
N/A |
Independent Directors/Trustees
The following independent or outside Directors/Trustees (Independent Directors/Trustees) are also directors or trustees of each of the fourteen Lord Abbett-sponsored funds, which consist of 51 portfolios or series.
Name, Address and
|
|
Current
Position
|
|
Principal
Occupation
|
|
Other Directorships |
|
|
|
|
|
|
|
E. Thayer Bigelow
|
|
Director/Trustee since 1994 |
|
Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000); Acting Chief Executive Officer of Courtroom Television Network (19971998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (19911997). |
|
Currently serves as director of Crane Co.; and Huttig Building Products Inc. |
12
Name,
Address and
|
|
Current
Position
|
|
Principal
Occupation
|
|
Other Directorships |
|
|
|
|
|
|
|
William H.T. Bush
|
|
Director/Trustee since 1998 |
|
Co-founder and Chairman of the Board of the financial advisory firm of Bush-ODonnell & Company (since 1986). |
|
Currently serves as director of WellPoint, Inc. (since 2002). |
|
|
|
|
|
|
|
Robert B. Calhoun, Jr.
|
|
Director/Trustee since 1998 |
|
Managing Director of Monitor Clipper Partners (since 1997) and President of Clipper Asset Management Corp. (since 1991), both private equity investment funds. |
|
Currently serves as director of Avondale, Inc. and Interstate Bakeries Corp. |
|
|
|
|
|
|
|
Julie A. Hill
|
|
Director/Trustee since 2004 |
|
Owner and CEO of The Hill Company, a business consulting firm (since 1998); Founder, President and Owner of the Hiram-Hill and Hillsdale Development Company, a residential real estate development firm (1998 - 2000). |
|
Currently serves as director of WellPoint, Inc. (since 1994) and Lend Lease Corporation Limited (since 2005). |
|
|
|
|
|
|
|
Franklin W. Hobbs
|
|
Director/Trustee since 2000 |
|
Advisor of One Equity Partners, a private equity firm (since 2004); Chief Executive Officer of Houlihan Lokey Howard & Zukin, an investment bank (2002 - 2003); Chairman of Warburg Dillon Read, an investment bank (1999 - 2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997 - 1999); Chief Executive Officer of Dillon, Read & Co. (1994 - 1997). |
|
Currently serves as director of Molson Coors Brewing Company. |
|
|
|
|
|
|
|
Thomas J. Neff
|
|
Director since 1982 Trustee since 1991 |
|
Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996); President of Spencer Stuart (1979-1996). |
|
Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. |
|
|
|
|
|
|
|
James L.L. Tullis
|
|
Director/Trustee since 2006 |
|
CEO of Tullis-Dickerson and Co. Inc, a venture capital management firm (since 1990). |
|
Currently serves as director of Crane Co. (since 1998). |
13
Officers
None of the officers listed below have received compensation from the Income Fund or Income Trust. All of the officers of the Income Fund and Income Trust may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302.
Name and
|
|
Current
Position
|
|
Length
of Service
|
|
Principal
Occupation
|
|
|
|
|
|
|
|
Robert S. Dow
|
|
Chief Executive Officer and Chairman |
|
Elected in 1996 |
|
Senior Partner since 2007 and Chief Executive Officer of Lord Abbett since 1996; formerly Managing Partner of Lord Abbett (1996-2007). |
|
|
|
|
|
|
|
Daria L. Foster
|
|
President |
|
Elected in 2006 |
|
Managing Partner since 2007; formerly Director of Marketing and Client Service of Lord Abbett (1990-2007). |
|
|
|
|
|
|
|
Robert I.
Gerber
|
|
Executive Vice President |
|
Elected in 2007 |
|
Partner and Chief Investment Officer; formerly Director of Taxable Fixed Income Management, joined Lord Abbett in 1997. |
|
|
|
|
|
|
|
Peter
Scott Smith
|
|
Executive Vice President |
|
Elected in 2000 |
|
Investment Manager, joined Lord Abbett in 1992. |
|
|
|
|
|
|
|
Daniel S.
Solender
|
|
Executive Vice President |
|
Elected in 2006 |
|
Director of Municipal Bond Management, joined Lord Abbett in 2006; formerly a Vice President and Portfolio Manager at Nuveen Investments (1991- 1993 and 2003 - 2006) prior thereto Principal and Portfolio Manager at Vanguard Group from (1999 - 2003). |
|
|
|
|
|
|
|
James Bernaiche
|
|
Chief Compliance Officer |
|
Elected in 2004 |
|
Chief Compliance Officer, joined Lord Abbett in 2001. |
|
|
|
|
|
|
|
Joan A. Binstock
|
|
Chief Financial Officer and Vice President |
|
Elected in 1999 |
|
Partner and Chief Operations Officer, joined Lord Abbett in 1999. |
|
|
|
|
|
|
|
John K.
Forst
|
|
Vice President and Assistant Secretary |
|
Elected in 2005 |
|
Deputy General Counsel, joined Lord Abbett in 2004; Managing Director and Associate General Counsel at New York Life Investment Management LLC (2002-2003); attorney at Dechert LLP (2000-2002). |
|
|
|
|
|
|
|
Lawrence H. Kaplan (1957) |
|
Vice President and Secretary |
|
Elected in 1997 |
|
Partner and General Counsel, joined Lord Abbett in 1997. |
|
|
|
|
|
|
|
A. Edward Oberhaus, III (1959) |
|
Vice President |
|
Elected in 1996 |
|
Partner and Director of Equity Trading, joined Lord Abbett in 1983. |
14
Name and
|
|
Current
Position
|
|
Length
of Service
|
|
Principal
Occupation
|
|
|
|
|
|
|
|
Lawrence B. Stoller
|
|
Vice President and Assistant Secretary |
|
Elected in 2007 |
|
Senior Deputy General Counsel, joined Lord Abbett in 2007; formerly, Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. |
|
|
|
|
|
|
|
Bernard J.
Grzelak
|
|
Treasurer |
|
Elected in 2003 |
|
Director of Fund Administration, joined Lord Abbett in 2003; formerly Vice President, Lazard Asset Management LLC. |
Committees
The standing committees of each Board of Directors/Trustees are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contracts Committee.
Each Audit Committee is composed wholly of Directors/Trustees who are not interested persons of the Funds. The members of the Audit Committee are Messrs. Bigelow, Calhoun, Hobbs, and Tullis. The Audit Committee provides assistance to the Board of Directors/Trustees in fulfilling its responsibilities relating to accounting matters, the reporting practices of the Funds, and the quality and integrity of each Funds financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of each 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 quarterly and during the past fiscal year met five times.
Each Proxy Committee is composed 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. The current members of the Proxy Committee are three Independent Directors/Trustees: Messrs. Bush and Neff and Ms. Hill. The Proxy Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; and (iii) meet 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. During the past fiscal year, the Proxy Committee met twice.
Each Nominating and Governance Committee is composed of all the 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/Trustees and as committee members; and (ii) periodically reviewing director/trustee compensation. During the past fiscal year, the Nominating and Governance Committee met five times. The Nominating and Governance Committee has adopted policies with respect to its consideration of any individual recommended by a Funds shareholders to serve as an Independent Director/Trustee. A shareholder who would like to recommend a candidate may write to the applicable Fund.
Each Contracts Committee consists of all Directors/Trustees who are not interested persons of the Funds. The Contracts Committee conducts much of the factual inquiry undertaken by the Directors/Trustees in connection with the Boards annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. The Contracts Committee held one formal meeting during the last fiscal year; in addition, members of the Committee conducted inquiries into the portfolio management approach and results of Lord Abbett, and reported the results of those inquiries to the Nominating and Governance Committee.
Compensation Disclosure
The following table summarizes the compensation paid to each of the Directors/Trustees by the Income Fund and Income Trust and by all Lord Abbett-sponsored funds.
15
The second column of the following table sets forth the compensation accrued by the Income Fund for independent Directors/Trustees. The third column of the following table sets forth the compensation accrued by the Income Trust for independent Directors/Trustees. The fourth column sets forth the total compensation paid by all Lord Abbett-sponsored funds to the independent Directors/Trustees, and amounts payable but deferred at the option of the Director/Trustee. No Director/Trustee of the Funds associated with Lord Abbett, and no officer of the Funds, received any compensation from the Funds for acting as a Director/Trustee or officer.
Name of
|
|
For the Fiscal Year Ended
|
|
For the Fiscal Year Ended
|
|
For the Year Ended
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
E. Thayer Bigelow |
|
$ |
4,841 |
|
$ |
8,664 |
|
$ |
204,393 |
|
William H.T. Bush |
|
$ |
5,901 |
|
$ |
9,262 |
|
$ |
207,262 |
|
Robert B. Calhoun, Jr. |
|
$ |
14,427 |
|
$ |
13,411 |
|
$ |
233,333 |
|
Julie A. Hill |
|
$ |
6,994 |
|
$ |
9,822 |
|
$ |
229,381 |
|
Franklin W. Hobbs |
|
$ |
13,036 |
|
$ |
12,462 |
|
$ |
209,333 |
|
Thomas J. Neff |
|
$ |
12,272 |
|
$ |
12,062 |
|
$ |
207,333 |
|
James L.L. Tullis |
|
$ |
5,440 |
|
$ |
9,220 |
|
$ |
206,143 |
|
(1) Independent Director/Trustees fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett-sponsored funds based on the net assets of each Fund. A portion of the fees payable by the Funds to the Independent Directors/Trustees may be deferred at the option of a Director/Trustee under an equity-based plan (the equity-based plan) that deems the deferred amounts to be invested in shares of the funds for later distribution to the Directors/Trustees. In addition, $25,000 of each Director/Trustees retainer must be deferred and is deemed invested in shares of the Funds and other Lord Abbett-sponsored funds under the equity-based plan. Of the amounts shown in the first column, the total deferred amounts for the Directors were $374, $1,879, $14,427 $3,492, $13,036, $12,272, and $1,039, respectively. Of the amounts shown in the second column, the total deferred amounts for the Trustees were $4,113, $5,153, $13,411, $6,218, $12,462, $12,062, and $4,718, respectively.
(2) The third column shows aggregate compensation, including the types of compensation described in the first column, accrued by all Lord Abbett-sponsored funds during the year ended December 31, 2007, including fees directors/trustees have chosen to defer.
The following chart provides certain information about the dollar range of equity securities beneficially owned by each Director/Trustee in each Fund and other Lord Abbett-sponsored funds as of December 31, 2007. The amounts shown include deferred compensation 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 Funds.
Name of Trustee |
|
Dollar Range of
|
|
Dollar Range of
|
|
Aggregate Dollar Range of
|
|
Robert S. Dow |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
Daria L. Foster |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
E. Thayer Bigelow |
|
$1-$10,000 |
|
$1-$10,000 |
|
Over $100,000 |
|
William H. T. Bush |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Over $100,000 |
|
Robert B. Calhoun, Jr. |
|
$10,001-$50,000 |
|
$10,001-$50,000 |
|
Over $100,000 |
|
Julie A. Hill |
|
$1-$10,000 |
|
$1-$10,000 |
|
Over $100,000 |
|
Franklin W. Hobbs |
|
$1-$10,000 |
|
$10,001-$50,000 |
|
Over $100,000 |
|
Thomas J. Neff |
|
$1-$10,000 |
|
Over $100,000 |
|
Over $100,000 |
|
James L. L. Tullis |
|
$1-$10,000 |
|
$1-$10,000 |
|
Over $100,000 |
|
16
Code of Ethics
The directors, trustees and officers of Lord Abbett-sponsored 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 Income Funds and Income Trusts Code of Ethics which complies, in substance, with Rule 17j-1 under the Act and each of the recommendations of the Investment Company Institutes Advisory Group on Personal Investing. 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-sponsored fund or Lord Abbett-managed account considers a trade or trades in such security, (2) profiting on trades of the same security within 60 days, (3) trading on material and non-public information, and (4) engaging in market timing activities with respect to the Lord Abbett-sponsored funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors and trustees of each Lord Abbett-sponsored fund to the extent contemplated by the 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 Committees general oversight. Lord Abbett has adopted its own proxy voting policies and procedures for this purpose. A copy of Lord Abbetts proxy voting policies and procedures is attached as Appendix C.
In addition, the Funds are required to file Form N-PX, with their complete proxy voting records for the twelve months ended June 30th, no later than August 31st of each year. The Funds Form N-PX filing is available on the SECs website at www.sec.gov. The Funds also have made this information available, without charge, on Lord Abbetts website at www.lordabbett.com.
4.
Control Persons and Principal Holders of Securities
As of January 4, 2008, Lord Abbett owned approximately 100% of the Funds outstanding shares. It is also anticipated that over time this percentage of ownership will decrease.
5.
As described under Management in the Prospectus, Lord Abbett is the Income Funds and Income Trusts investment adviser. The following partners of Lord Abbett are also officers and/or Directors/Trustees of the Income Fund and Income Trust: Joan A. Binstock, Robert I. Gerber, Lawrence H. Kaplan, and A. Edward Oberhaus, III. Robert S. Dow and Daria L. Foster are partners of Lord Abbett and officers and Directors/Trustees of the Income Fund and Income Trust. The other partners of Lord Abbett are: Robert J. Ball, Bruce L. Bartlett, Michael Brooks, Zane E. Brown, Patrick Browne, John F. Corr, Sholom Dinsky, Milton Ezrati, Robert P. Fetch, Daniel H. Frascarelli, Kenneth G. Fuller, Michael S. Goldstein, Michael A. Grant, Howard E. Hansen, Gerard Heffernan, Charles Hofer, Cinda C. Hughes, Ellen G. Itskovitz, Jerald M. Lanzotti, Richard C. Larsen, Robert A. Lee, Maren Lindstrom, Gregory M. Macosko, Thomas Malone, Charles Massare, Jr., Vincent J. McBride, Paul L. McNamara, Robert J. Noelke, F. Thomas OHalloran, R. Mark Pennington, Walter H. Prahl, Michael L. Radziemski, Eli M. Salzmann, Harold E. Sharon, Douglas B. Sieg, Richard D. Sieling, Michael T. Smith, Jarrod R. Sohosky, Diane Tornejal, Christopher J. Towle, Edward K. von der Linde and Marion Zapolin. The address of each partner is 90 Hudson Street, Jersey City, NJ 07302-3973.
Under the Management Agreement between Lord Abbett and the Income Fund and Income Trust, each Fund pays Lord Abbett a monthly fee, based on average daily net assets for each month as stated below. Lord Abbett is
17
entitled to an annual management fee based on the High Yield Municipal Bond Funds average daily net assets. The fee is calculated daily and payable monthly as follows:
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.
Lord Abbett is entitled to an annual management fee based on the National Funds average daily net assets. The fee is calculated daily and payable monthly as follows:
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 average daily net assets over $2 billion.
For the period from February 1, 2008 through January 31, 2009, Lord Abbett has contractually agreed to reimburse a portion of the National Funds expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) so that the Funds net expenses do not exceed an aggregate annualized rate of 0.75% of average daily net assets for Class I shares.
Lord Abbett is voluntarily reimbursing a portion of the High Yield Municipal Bond Funds expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) so that the Funds net expenses do not exceed an aggregate annualized rate of 0.60% of average daily net assets for Class I shares. Lord Abbett may stop the voluntary reimbursement or change the level of its reimbursement at any time.
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. Under the Agreement, each Fund pays Lord Abbett a monthly fee, based on average daily net assets for each month, at an annual rate of 0.04%. This fee is allocated among the classes of shares of each Fund based on average daily net assets.
Although not obligated to do so, Lord Abbett may waive all or a part of its management fees and/or may assume other expenses of the Fund.
As stated in the Prospectus, Lord Abbett uses a team of investment managers and analysts acting together to manage the investments of each Fund.
Daniel S. Solender heads the investment management team. A senior member of the team is Peter Scott Smith. Messrs. Solender and Smith are primarily and jointly responsible for the day-to-day management of the Funds.
The following table indicates for each Fund as of September 30, 2007: (1) the number of other accounts managed by each investment manager who is primarily and/or jointly responsible for the day-to-day management of that Fund within certain categories of investment vehicles; and (2) the total 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 assets in the accounts with respect to which the management fee is based on the performance of the account. Included in the Registered Investment Companies or mutual funds 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 encompasses Retirement and Benefit Plans (including both defined contribution and defined benefit plans) sponsored by various corporations and other entities, individually managed
18
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.)
|
|
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Other Accounts Managed (# and Total Assets+)* |
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Fund |
|
Name |
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
High Yield Municipal Bond Fund |
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Daniel S. Solender |
|
15 / $2,112.0 |
|
0 / $0.0 |
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7,766 / $5,809.4 |
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|
|
|
|
|
|
|
|
|
|
|
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Peter Scott Smith |
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15 / $2,112.0 |
|
0 / $0.0 |
|
0 / $0.0 |
|
National Fund |
|
Daniel S. Solender |
|
15 / $3,000.6 |
|
0 / $0.0 |
|
7,766 / $5,809.4 |
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|
|
|
|
|
|
|
|
|
|
|
|
Peter Scott Smith |
|
15 / $3,000.6 |
|
0 / $0.0 |
|
0 / $0.0 |
|
+ Total Assets are in millions.
* Included in the number of accounts and total assets are 0 accounts with respect to which the management fee is based on the performance of the account.
19
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Dollar Range of Shares in the Fund |
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Fund |
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Name |
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None |
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$ 1-
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$ 10,001-
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$ 50,001-
|
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$ 100,001-
|
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$ 500,001-
|
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Over
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|
|
|
|
|
|
|
|
|
High Yield Municipal Bond Fund |
|
Daniel S. Solender |
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Scott Smith |
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
National Fund |
|
Daniel S. Solender |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Scott Smith |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Underwriter
Lord Abbett Distributor LLC, 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, 801 Pennsylvania Avenue, Kansas City, MO 64105, is each Funds 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 Funds net asset value.
Transfer Agent
DST Systems, Inc., 210 West. 10 th St., Kansas City, MO 64106, serves as the transfer agent and dividend disbursing agent pursuant to a Transfer Agency Agreement for the Funds.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP, Two World Financial Center New York, NY 10281, is the independent registered public accounting firm of the Funds and must be approved at least annually by the Funds 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.
6.
Brokerage Allocations and Other Practices
It is Lord Abbetts and the Funds policy to obtain best execution on all portfolio transactions, which means that Lord Abbett and the Funds select broker-dealers on the basis of their professional capability to execute each Funds portfolio transactions at the most favorable prices, considering all costs of the transaction, including dealer markups and markdowns.
To the extent permitted by law, a Fund, if considered advantageous, may make a purchase from or sale to another Lord Abbett-sponsored fund without the intervention of any broker-dealer. Trades are executed only when they are dictated by investment decisions by Lord Abbett to cause the Lord Abbett-sponsored funds to purchase or sell
20
portfolio securities. Purchases from underwriters of newly-issued securities for inclusion in the Funds portfolio usually will include a concession paid to the underwriter by the issuer, and purchases from dealers serving as market makers will include the spread between the bid and asked prices.
Lord Abbett
allocates the securities in a manner it determines to be fair to all portfolios
over time. Lord Abbett may seek to
combine or batch purchases or sales of a particular security placed at the
same time for similarly situated portfolios, including the Funds, to facilitate
best execution and to reduce other transaction costs, if relevant. Each portfolio that participates in a
particular batched purchase or sale, including the Funds, will do so at the
same price. Lord Abbett generally
allocates securities purchased or sold in a batched transaction among
participating portfolios in proportion to the size of the purchase or sale
placed for each portfolio (i.e.,
pro-rata). Lord Abbett, however, may
increase or decrease the amount of a security allocated to one or more
portfolios if necessary to avoid holding odd-lot or a small amount of a
particular security in a portfolio. In
addition, if Lord Abbett is unable to execute fully a batched transaction, and
determines that it would be impractical to allocate a small amount of the
security on a pro-rata basis among the portfolios, or, in circumstances under
which the relative holdings of some portfolios require an allocation other than
pro-rata (e.g., cash from a new portfolio being initially invested, an existing
portfolio raising cash, or other circumstances under which a portfolio is over-
or under-weighted in one or more holdings relative to other similarly managed
portfolios), Lord Abbett allocates the securities fairly as stated above. At times, Lord Abbett is not able to batch
purchases and sales for all accounts or products it is managing, such as when a
limited amount of a particular security is available from only one or a limited
number of broker-dealers.
Total Brokerage Commissions Paid to Independent Broker-Dealers
During the fiscal years ending September 30, 2007, 2006, and 2005, the Income Fund paid $17,696, $15,142, and $0 commissions on transactions of securities to independent dealers. During the fiscal years ending September 30, 2007, 2006, and 2005, the Income Trust paid $40,350, $11,032 and $0 commissions on transactions of securities to independent dealers.
7.
Classes of Shares
Each Fund offers investors different classes of shares as described in this SAI . 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. You should read this section carefully to determine which class represents the best investment option for your 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. 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 independent registered public accounting firms, the approval of a contract with a principal underwriter and the election of directors/ trustees from the separate voting requirements.
Each Fund does not hold annual meetings of shareholders unless one or more matters are required to be acted on by shareholders under the Act. Under the Income Trusts Declaration and Agreement of Trust (Declaration), shareholder meetings may be called at any time by certain officers of the Income Trust or by a majority of the Trustees (i) for the purpose of taking action upon any matter requiring the vote or authority of the High Yield Municipal Bond Funds shareholders or upon other matters deemed to be necessary or desirable or (ii) upon the written request of the holders of at least one-quarter of the High Yield Municipal Bond Funds outstanding shares and entitled to vote at the meeting. The Income Funds By-Laws provide that the Income 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
21
shareholders under the Act, or unless called by a majority of the Board or by shareholders holding at least one quarter of the stock of the Income Fund outstanding and entitled to vote at the meeting. A special meeting may be held if called by the Chairman of the Board, by a majority of the Board of Directors, or by shareholders holding at least one quarter of the stock of the Income Fund outstanding and entitled to vote at the meeting.
Shareholder Liabilit y . Delaware law provides that the Income Trusts shareholders shall be entitled to the same limitations of personal liability extended to stockholders of private for profit corporations. The courts of some states, however, may decline to apply Delaware law on this point. The Declaration of Trust contains an express disclaimer of shareholder liability for the acts, obligations, or affairs of the Income Trust and requires that a disclaimer be given in each contract entered into or executed by the Income Trust. The Declaration provides for indemnification out of the Income Trusts property of any shareholder or former shareholder held personally liable for the obligations of the Income Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect and the portfolio is unable to meet its obligations. Lord Abbett believes that, in view of the above, the risk of personal liability to shareholders is extremely remote.
Under the Declaration of Trust, the Trustees may, without shareholder vote, cause the Income Trust to merge or consolidate into, or sell and convey all or substantially all of, the assets of the Income Trust to one or more trusts, partnerships or corporations, so long as the surviving entity is an open-end management investment company that will succeed to or assume the Income Trusts registration statement. In addition, the Trustees may, without shareholder vote, cause the Income Trust to be incorporated under Delaware law.
Derivative actions on behalf of the Income Trust may be brought only by shareholders owning not less than 50% of the then outstanding shares of the Income Trust.
8.
Purchases, Redemptions, Pricing, and Payments to Dealers
Information concerning how we value Fund shares is contained in the Prospectus under Purchases and Redemptions. The Boards have adopted policies and procedures that are designed to prevent or stop excessive trading and market timing. Please see the Prospectus under Purchases for more information.
Under normal circumstances we calculate each Funds net asset value as of the close of the NYSE on each day that the NYSE is open for trading by dividing our total net assets by the number of shares outstanding at the time of calculation. The NYSE is closed on Saturdays and Sundays and on days when it observes the following holidays New Years 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 last sale price, or, if there is no sale on that day, at the last bid, or, in the case of bonds, in the OTC market if that market more accurately reflects the market value of the bonds. 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. OTC fixed income securities are valued at prices supplied by independent pricing services, which reflect broker-dealer-supplied valuations and electronic data processing techniques reflecting the mean between the bid and asked prices. Securities for which market quotations are not available are valued at fair market value under procedures approved by the Board as described in the Prospectus.
The net asset value per share for the Class I shares will be determined by taking the net assets and dividing by the number of Class I shares outstanding. Our Class I shares will be offered at net asset value.
Class I Share Exchanges . The Prospectus briefly describes the Telephone and Online Exchange Privileges. You may exchange some or all of your Class I shares for Class I shares of any Lord Abbett-sponsored funds currently offering Class I shares to the public. You should read the prospectus of the other funds 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 funds into which the exchange is made. We reserve the right to
22
reject or restrict 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. Each Fund is designed for long-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. We can revoke or modify the privilege for all shareholders upon 60 days written notice.
Redemptions. A redemption order is in proper form 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. The signature(s) and any legal capacity of the signer(s) must be guaranteed by an eligible guarantor. See the Prospectus for expedited redemption procedures.
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 the 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 and repurchases are taxable transactions for shareholders that are subject to U.S. federal income tax. The net asset value per share received upon redemption or repurchase may be more or less than the cost of shares to an investor, depending on the market value of the portfolio at the time of redemption or repurchase.
The Board may authorize redemption of all of the shares in any account in which there are fewer than 25 shares. Before authorizing such redemption, the Board must determine that it is in our economic best interest or necessary to reduce disproportionately burdensome expenses in servicing shareholder accounts. At least 60 days prior written notice will be given before any such redemption, during which time shareholders may avoid redemption by bringing their accounts up to the minimum set by the Board.
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 agents authorized designee, receives the order. The order will be priced at the Funds net asset value next computed after it is received by the Funds authorized agent, or if applicable, the agents 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 Fund and/or other Lord Abbett Funds were as follows:
A.G. Edwards & Sons, Inc. AIG SunAmerica Life Assurance Company Allstate Life Insurance Company Allstate Life Insurance Company of New York B.C. Ziegler and Company Bank of America Bodell Overcash Anderson & Co., Inc. Cadaret, Grant & Co., Inc. Citigroup Global Markets, Inc. Commonwealth Financial Network Edward D. Jones & Co., L.P. Family Investors Company First SunAmerica Life Insurance Company Hartford Life and Annuity Insurance Company |
|
Merrill Lynch Life Insurance Company Merrill Lynch, Pierce, Fenner & Smith Incorporated (and/or certain of its affiliates) MetLife Securities, Inc. Morgan Stanley DW, Inc. Nationwide Investment Services Corporation PHL Variable Insurance Company Phoenix Life and Annuity Company Phoenix Life Insurance Company Piper Jaffray & Co. Protective Life Insurance Company RBC Dain Rauscher Raymond James & Associates, Inc. Raymond James Financial Services, Inc. |
23
Hartford Life Insurance Company James I. Black & Co. Janney Montgomery Scott Linsco/Private Ledger Corp. Mass Mutual Life Investors Services, Inc. McDonald Investments Inc. |
|
Sun Life Assurance Company of Canada Sun Life Insurance and Annuity Company of New York The Travelers Insurance Company The Travelers Life and Annuity Company UBS Financial Services Inc. Wachovia Securities, 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 Funds Prospectus for further information.
The Lord Abbett Funds understand that, in accordance with guidance from the U.S. Department of Labor, Retirement and Benefit Plans, sponsors of qualified retirement plans and/or recordkeepers may be required to use the fees they (or, in the case of recordkeepers, their affiliates) receive for the benefit of the Retirement and Benefit Plans or the Investors. This may take the form of recordkeepers passing the fees through to their clients or reducing the clients charges by the amount of fees the recordkeeper receives from mutual funds.
Thomas J. Neff, an Independent Trustee of the Fund, is a director of Hewitt Associates, Inc. and owns less than 0.01% of the outstanding shares of Hewitt Associates, Inc. Hewitt Associates is a global human resources outsourcing and consulting firm with approximately $2.99 billion in revenue in fiscal 2007. Hewitt Associates LLC, a subsidiary of Hewitt Associates, Inc., may receive recordkeeping payments from a Fund and/or other Lord Abbett-sponsored funds. In the twelve months ended October 31, 2007, Hewitt Associates LLC received recordkeeping payments totaling approximately $512,123 from all of the Lord Abbett-sponsored Funds in the aggregate.
Redemptions in Kind. Under circumstances in which it is deemed detrimental to the best interests of each Funds shareholders to make redemption payments wholly in cash, each Fund may pay any portion of a redemption in excess of the lesser of $250,000 or 1% of a Funds net assets by a distribution in kind of readily marketable securities in lieu of cash. Each Fund presently has no intention to make redemptions in kind under normal circumstances, unless specifically requested by a shareholder.
9.
Taxation of the Funds
Each Fund has elected, 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 Internal Revenue Service. If a Fund qualifies as a regulated investment company, 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 does not qualify as a regulated investment company, all of its taxable income will be taxed to the Fund at regular corporate rates and when such income is distributed, such distributions will be further taxed at the shareholder level. Assuming a Fund does qualify as 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 as 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 Funds total assets consists of certain obligations the interest on which is excludible from gross income under Section 103(a) of the Code, the Fund will qualify to pay exempt-interest dividends to its shareholders. Those dividends constitute the portion of aggregate dividends (excluding capital gains) as designated by each Fund, equal to the excess of the Funds 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 recipients federal income tax return.
The High Yield Municipal Bond Fund may invest up to 100% and the National 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. In addition, all
24
exempt-interest dividends may result in or increase a corporate shareholders liability for the federal alternative minimum tax.
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. 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 neither of the Funds income is derived primarily from sources that pay qualified dividend income, distributions from each Funds 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 the Funds dividends will qualify for any dividend-received deduction that might otherwise be available to corporate shareholders.
Dividends paid by a Fund from its net realized long-term capital gains that are designated 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 shares. The maximum federal income tax rates applicable to net capital gains recognized by individuals and other non-corporate taxpayers are currently (i) the same as ordinary income tax rates for capital assets held for one year or less, and (ii) 15% (0% for certain taxpayers in the 10% or 15% income tax brackets) for capital assets held for more than one year. You should also be aware that the benefits of the long-term capital gains rates may be reduced if you are subject to the alternative minimum tax. Under current law, the reduced federal income tax rates on long-term capital gains will cease to apply to taxable years beginning after December 31, 2010. Capital gains recognized by corporate shareholders are subject to tax at the ordinary income tax rates applicable to corporations.
A Funds net capital losses for any year cannot be passed through to you but can be carried forward for a period of up to eight years to offset the Funds capital gains in those years. 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 as capital gain dividends.
Distributions paid by a Fund that do not constitute dividends because they exceed the Funds current and accumulated earnings and profits 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.
Ordinarily, you are required to take distributions by each 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 generally are taxable events for shareholders that are subject to tax. Shareholders should consult their own tax advisers with reference to their individual circumstances to determine whether any particular transaction in Fund shares is properly treated as a sale for tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. In general, if Fund shares are sold, you will recognize gain or loss equal to the difference between the amount realized on the sale 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 will be disallowed to the extent of the amount of any exempt-interest dividends received. Additionally, 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. Losses on the sale of Fund shares may be disallowed if, within a period beginning 30 days before the date of the sale and ending 30 days after the date of the sale, you acquire shares in the same Fund (including pursuant to reinvestment of dividends and/or capital gain distributions).
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 federal purposes. Pursuant to published guidelines, the Internal Revenue Service 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.
25
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 advisers 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 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 High Yield Municipal Bond Fund may invest up to 100% and the National Fund may invest up to 35% 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 securities, 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.
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 year (or greater amounts over a combination of years), you may be required to file a disclosure statement with the Internal Revenue Service. 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 reportable 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 Funds 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 tax rules of the various states of the United States 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 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, certain states may require that a specific percentage of a Funds income be derived from state and/or federal obligations before such dividends may be excluded from state taxable income.
The state tax advantage of owning interests in state specific municipal bonds may be adversely affected if the Supreme Court upholds a Kentucky Court of Appeals decision that is currently under review. The Supreme Court heard oral arguments on the case on November 5, 2007. In its decision, the Kentucky court concluded that a Kentucky statute violated the interstate commerce clause of the federal constitution by allowing Kentucky to exempt interest derived by Kentucky residents from Kentucky state and local obligations while taxing Kentucky residents on interest derived from municipal obligations of other state and local jurisdictions. It is not possible to predict what
26
the Supreme Court will decide, but if the lower courts decision were to be upheld, such a ruling would impact other states with similar statutes because the case arises under the federal constitution. In such a case, Kentucky and other states with similar statutes would be required to treat income derived from all in-state and out-of-state bonds equally by either exempting income derived from all out-of state bonds from a states income tax or taxing income derived from all states municipal bonds.
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 state or local purposes. 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.
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. 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 United States 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 will generally 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 adviser 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 currently only for taxable years of the Fund commencing prior to January 1, 2008 and only if the Fund chooses to make a specific designation relating to such dividends) and the applicability of U.S. gift and estate taxes.
Because everyones tax situation is unique, you should consult your tax adviser 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.
10.
Underwriter
Lord Abbett Distributor LLC, 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 Funds have 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 Distributors judgment, a substantial distribution can be obtained by reasonable efforts.
11.
The financial statements incorporated herein by reference from Lord Abbett Municipal Income Fund, Inc.s and Lord Abbett Municipal Income Trusts 2007 Annual Report to Shareholders have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are 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.
27
APPENDIX A
Description of Municipal Bond Ratings
Moodys describes its ratings for municipal bonds as follows:
Aaa |
Obligations rated Aaa are judged to be of the highest quality, with minimal 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 considered upper-medium grade and are subject to low credit risk. |
|
|
Baa |
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. |
|
|
Ba |
Obligations rated Ba are judged to have speculative elements 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 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 of bonds and are typically in default, with little prospect for recovery of principal or interest. |
|
|
Note: |
Moodys 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. |
A-1
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 obligors 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 obligors 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. |
|
|
C |
A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying. |
|
|
D |
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
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 describes its ratings for municipal bonds as follows:
Investment Grade
AAA |
Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case 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 credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
|
|
A |
High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
|
|
BBB |
Good credit quality. BBB ratings indicate that there is currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category. |
Speculative Grade
BB |
Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. |
A-2
B |
Highly speculative. |
|
|
|
For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. |
|
|
|
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of R1 (outstanding). |
|
|
CCC |
For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions. |
|
|
|
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of R2 (superior), or R3 (good) or R4 (average). |
|
|
CC |
For issuers and performing obligations, default of some kind appears probable. |
|
|
|
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of R4 (average) or R5 (below average). |
|
|
C |
For issuers and performing obligations, default is imminent. |
|
|
|
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average or poor recoveries. Such obligations would possess a Recovery Rating of R6 (poor). |
|
|
RD |
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations. |
|
|
D |
Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following: |
|
|
|
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; - the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or - the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation. |
|
|
|
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period. |
|
|
|
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the B or CCC-C categories. |
|
|
|
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published definition of default are the most appropriate ratings to assign. |
A-3
APPENDIX B
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
|
|
Portfolio
Commentaries,
|
ABN-AMRO Asset Management |
|
|
|
Monthly |
ACS HR Solutions (Formerly Mellon Employee Benefit Solutions) |
|
|
|
Monthly |
ADP Retirement Services |
|
|
|
Monthly |
AG Edwards |
|
|
|
Monthly |
AIG SunAmerica |
|
|
|
Monthly |
Allstate Life Insurance Company |
|
|
|
Monthly |
Alpha Investment Consulting Group LLC |
|
|
|
Monthly |
American United Life Insurance Company |
|
|
|
Monthly |
AMG Data Services |
|
|
|
Monthly |
Amivest Capital Management |
|
|
|
Monthly |
Amvescap Retirement |
|
|
|
Monthly |
AON Consulting |
|
|
|
Monthly |
Asset Performance Partners |
|
|
|
Monthly |
Asset Strategies Portfolio Services, Inc. |
|
|
|
Monthly |
AXA Financial Services |
|
|
|
Monthly |
B. Riley & Company, Inc. |
|
|
|
Monthly |
Bank of America Corporation |
|
|
|
Monthly |
Bank of America Securities |
|
|
|
Monthly |
Bank of New York |
|
|
|
Monthly |
Bank of Oklahoma |
|
|
|
Monthly |
Bank One |
|
|
|
Monthly |
B.C. Ziegler |
|
|
|
Monthly |
Bear Stearns & Company, Inc. |
|
|
|
Monthly |
Becker, Burke Associates |
|
Monthly |
|
Monthly |
Bell GlobeMedia Publishing Co. |
|
Monthly |
|
|
Bellwether Consulting |
|
|
|
Monthly |
Berthel Schutter |
|
Monthly |
|
Monthly |
Bloomberg L.P. |
|
Daily |
|
|
Branch Bank and Trust |
|
|
|
Monthly |
Brockhouse & Cooper, Inc. |
|
As Needed |
|
|
Brown Brothers Harriman |
|
|
|
Monthly |
Buck Consultants, Inc. |
|
|
|
Monthly |
Callan Associates Inc. |
|
Monthly |
|
Monthly |
Cambridge Associates LLC |
|
|
|
Monthly |
Cambridge Financial Services |
|
|
|
Monthly |
Ceridian |
|
|
|
Monthly |
Charles Schwab & Co |
|
|
|
Monthly |
Chicago Trust Company |
|
|
|
Monthly |
CIBC Oppenheimer |
|
|
|
Monthly |
B-1
|
|
Portfolio Holdings
|
|
Portfolio
Commentaries,
|
Citigroup/The Yield Book, Inc. |
|
Daily |
|
|
CitiStreet Retirement Services |
|
|
|
Monthly |
CJS Securities, Inc. |
|
Daily |
|
Monthly |
CL King & Associates |
|
Monthly |
|
Monthly |
Clark Consulting |
|
|
|
Monthly |
Columbia Funds |
|
|
|
Monthly |
Columbia Management Group |
|
|
|
Monthly |
Columbia Trust Company |
|
|
|
Monthly |
Concord Advisory Group Ltd. |
|
Monthly |
|
Monthly |
Consulting Services Group, LP |
|
|
|
Monthly |
Copic Financial |
|
|
|
Monthly |
CPI Qualified Plan Consultants |
|
|
|
Monthly |
CRA RogersCasey |
|
Monthly |
|
Monthly |
Credit Suisse |
|
|
|
Monthly |
Curcio Webb |
|
Monthly |
|
Monthly |
D.A. Davidson |
|
|
|
Monthly |
Dahab Assoc. |
|
|
|
Monthly |
Daily Access |
|
|
|
Monthly |
Defined Contribution Advisors, Inc. |
|
|
|
Monthly |
Delaware Investment Advisors |
|
|
|
Monthly |
Deloitte & Touche LLP |
|
Annually |
|
|
Demarche Associates, Inc. |
|
|
|
Monthly |
DiMeo Schneider & Associates |
|
|
|
Monthly |
Directed Services, Inc. |
|
|
|
Monthly |
Disabato Associates, Inc. |
|
|
|
Monthly |
Diversified Investment Advisors, Inc. |
|
|
|
Monthly |
Dover Consulting |
|
|
|
Monthly |
EAI |
|
|
|
Monthly |
Edward Jones |
|
|
|
Monthly |
Ennis, Knupp & Associates |
|
|
|
Monthly |
FactSet Research Systems, Inc. |
|
Daily |
|
|
Federated Investors |
|
|
|
Monthly |
Fidelity Capital Technology |
|
|
|
Daily |
Fidelity Investments |
|
|
|
Monthly |
Fifth Third Bank |
|
|
|
Monthly |
First Mercantile Trust Co. |
|
|
|
Monthly |
FleetBoston Financial Corp. |
|
|
|
Monthly |
Franklin Templeton |
|
|
|
Monthly |
Freedom One Investment Advisors |
|
Monthly |
|
|
Freedom One Financial Group |
|
|
|
Monthly |
Frost Bank |
|
|
|
Monthly |
Fuji Investment Management Co., Ltd. |
|
|
|
Monthly |
Fund Evaluation Group, Inc. |
|
|
|
Monthly |
Goldman Sachs & Co. |
|
|
|
Monthly |
Great West Life and Annuity Insurance Company |
|
|
|
Monthly |
Greenwich Associates |
|
|
|
Monthly |
Guardian Life Insurance |
|
|
|
Monthly |
B-2
|
|
Portfolio Holdings
|
|
Portfolio
Commentaries,
|
Hartford Life Insurance Company |
|
|
|
Monthly |
Hartland & Co. |
|
|
|
Monthly |
Hewitt Financial Services, LLC |
|
|
|
Monthly |
Hewitt Investment Group |
|
|
|
Monthly |
Highland Consulting Associates, Inc. |
|
|
|
Monthly |
Hoefer and Arnett, Inc. |
|
|
|
Monthly |
Holbien Associates, Inc. |
|
|
|
Monthly |
Horace Mann Life Insurance Company |
|
|
|
Monthly |
HSBC |
|
|
|
Monthly |
ICMA Retirement Corp. |
|
|
|
Monthly |
Indie Research, LLC |
|
As needed |
|
|
ING Fund Services, LLC |
|
As needed |
|
|
Institutional Shareholder Services, Inc. |
|
Monthly |
|
Monthly |
Interactive Data Corporation (pricing vendor) |
|
|
|
Daily |
Intuit |
|
|
|
Monthly |
INVESCO Retirement Services |
|
|
|
Monthly |
Invesmart |
|
|
|
Monthly |
Investment Consulting Services, LLC |
|
|
|
Monthly |
Invivia |
|
|
|
Monthly |
Iron Capital Advisors |
|
|
|
Monthly |
Janney Montgomery Scott LLC |
|
|
|
Monthly |
Jefferson National Life Insurance Company |
|
|
|
Monthly |
Jeffrey Slocum & Associates, Inc. |
|
Monthly |
|
Monthly |
Jeffries & Co., Inc. |
|
Monthly |
|
Monthly |
JP Morgan Consulting |
|
|
|
|
JP Morgan Fleming Asset Management |
|
|
|
Monthly |
JP Morgan Investment Management |
|
|
|
Monthly |
JP Morgan Securities, Inc. |
|
|
|
Monthly |
Kaufman Brothers, LP |
|
|
|
Monthly |
Keybanc Capital Markets |
|
|
|
Monthly |
Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Lord, Abbett & Co. LLC) |
|
Upon Request |
|
|
Kmotion, Inc. |
|
Monthly |
|
|
Knight Equity Markets, LP |
|
|
|
Monthly |
LCG Associates, Inc. |
|
|
|
Monthly |
Lipper Inc., a Reuters Company (tech) |
|
|
|
Monthly |
Legacy Strategic Asset Mgmt. Co. |
|
|
|
Monthly |
Legg Mason |
|
|
|
Monthly |
Lincoln Financial |
|
|
|
Monthly |
LPL Financial Services |
|
|
|
Monthly |
MacGregor Group, Inc. |
|
Upon Request |
|
|
Managers Investment Group |
|
Monthly |
|
|
Manulife Financial |
|
|
|
Monthly |
Marco Consulting Group |
|
Monthly |
|
Monthly |
Marquette Associates, Inc. |
|
|
|
Monthly |
MassMutual Financial Group |
|
|
|
Monthly |
McDonald |
|
|
|
Monthly |
B-3
|
|
Portfolio Holdings
|
|
Portfolio
Commentaries,
|
Meketa Investment Group |
|
|
|
Monthly |
Mellon Human Resources & Investor Solutions |
|
|
|
Monthly |
Mercer HR Services LLC |
|
Monthly |
|
Monthly |
Mercer Investment Consulting |
|
|
|
Monthly |
Merrill Corporation LLC |
|
As Needed |
|
Monthly |
Merrill Lynch |
|
|
|
Monthly |
Merrill Lynch, Pierce, Fenner & Smith, Inc. |
|
Monthly |
|
|
MetLife |
|
|
|
Monthly |
MetLife Investors |
|
|
|
Monthly |
MFS Retirement Services, Inc. |
|
|
|
Monthly |
MFS/Sun Life Financial Distributors, Inc. |
|
|
|
Monthly |
Midland National Life |
|
|
|
Monthly |
M & I Investment Management Corporation |
|
|
|
Monthly |
Milliman & Robertson Inc. |
|
|
|
Monthly |
Minnesota Life Insurance Company |
|
|
|
Monthly |
ML Benefits & Investment Solutions |
|
|
|
Monthly |
Monroe Vos Consulting Group, Inc. |
|
|
|
Monthly |
Morgan Keegan |
|
|
|
Monthly |
Morgan Stanley Dean Witter |
|
|
|
Monthly |
Morgan Stanley |
|
|
|
Monthly |
Morningstar Associates, Inc. |
|
|
|
Monthly |
Morningstar, Inc. |
|
|
|
Monthly |
Natixis Bleichroeder, Inc. |
|
Upon Request |
|
Monthly |
National City Bank |
|
|
|
Monthly |
Nationwide Financial |
|
|
|
Monthly |
NCCI Holdings, Inc. |
|
|
|
Monthly |
New England Pension Consultants |
|
|
|
Monthly |
The Newport Group |
|
|
|
Monthly |
Newport Retirement Services, Inc. |
|
|
|
Monthly |
New York Life Investment Management |
|
|
|
Monthly |
Nock, Inc. |
|
Daily |
|
|
Nordstrom Pension Consulting |
|
|
|
Monthly |
NY Life Insurance Company |
|
|
|
Monthly |
Oxford Associates |
|
|
|
Monthly |
Palmer & Cay Investment Services |
|
|
|
Monthly |
Paul L. Nelson & Associates |
|
|
|
Monthly |
Pension Consultants, Inc. |
|
|
|
Monthly |
PFE Group |
|
|
|
Monthly |
PFM Group |
|
|
|
Monthly |
PFPC, Inc. |
|
|
|
Monthly |
Phoenix Life Insurance Company |
|
|
|
Monthly |
Pierce Park Group |
|
|
|
Monthly |
Piper Jaffray/ USBancorp |
|
|
|
Monthly |
Piper Jaffray & Co. |
|
|
|
Monthly |
PNC Advisors |
|
|
|
Monthly |
Prima Capital |
|
|
|
Monthly |
B-4
|
|
Portfolio Holdings
|
|
Portfolio
Commentaries,
|
Prime Buchholz & Associates, Inc. |
|
|
|
Monthly |
Portfolio Evaluations, Inc. |
|
|
|
Monthly |
Princeton Financial Systems, Inc. |
|
Upon Request |
|
|
Princeton Retirement Group, Inc. |
|
|
|
Monthly |
Principal Financial |
|
|
|
Monthly |
Protective Life Corporation |
|
|
|
Monthly |
Prudential Financial |
|
|
|
Monthly |
Prudential Investments |
|
|
|
Monthly |
Prudential Securities, Inc. |
|
|
|
Monthly |
Putnam Fiduciary Trust Company (Mercer HR) |
|
Monthly |
|
|
Putnam Investments |
|
|
|
Monthly |
Quant Consulting |
|
|
|
Monthly |
R.V. Kuhns & Associates, Inc. |
|
|
|
Monthly |
Raymond James & Associates |
|
|
|
Monthly |
Raymond James Financial, Inc. |
|
|
|
Monthly |
RBC Capital Markets |
|
Upon Request |
|
|
RBC Dain Rauscher |
|
|
|
Monthly |
Reuters America, Inc. |
|
Upon Request |
|
|
Robert W. Baird, Inc. |
|
Upon Request |
|
Monthly |
Rocaton Investment Advisors, LLC |
|
Monthly |
|
Monthly |
Ron Blue & Co. |
|
|
|
Monthly |
Roszel Advisors, LLC |
|
|
|
Monthly |
Russell Investment Group |
|
|
|
Monthly |
Schwab Corporate Services |
|
Monthly |
|
|
Scudder Investments |
|
|
|
Monthly |
Segal Advisors |
|
|
|
Monthly |
SEI Investment |
|
|
|
Monthly |
SG Constellation LLC |
|
Upon Request |
|
Monthly |
Shields Associates |
|
|
|
Monthly |
Sidoti & Company, LLC |
|
Upon Request |
|
Monthly |
Smith Barney |
|
|
|
Monthly |
Spagnola-Cosack, Inc. |
|
|
|
Monthly |
Standard & Poors |
|
|
|
Monthly |
Stanton Group |
|
|
|
Monthly |
State Street Bank & Trust Co. |
|
Monthly |
|
Monthly |
Stearne, Agee & Leach |
|
|
|
Monthly |
Stephens, Inc. |
|
|
|
Monthly |
Stifel Nicolaus |
|
|
|
Monthly |
Strategic Advisers, Inc. |
|
Monthly |
|
|
Strategic Investment Solutions |
|
|
|
Monthly |
Stratford Advisory Group, Inc. |
|
|
|
Monthly |
Summit Strategies Group |
|
|
|
Monthly |
Sungard Expert Solutions, Inc. |
|
Daily |
|
|
Sun Life Financial Distributors, Inc. |
|
|
|
Monthly |
T. Rowe Price Associates, Inc. |
|
|
|
Monthly |
TD Asset Management |
|
|
|
Monthly |
The 401k Company |
|
|
|
Monthly |
B-5
|
|
Portfolio Holdings
|
|
Portfolio
Commentaries,
|
The Carmack Group, Inc. |
|
|
|
Monthly |
The Managers Fund |
|
|
|
Monthly |
The Robbins Group, LLC |
|
|
|
Monthly |
The Vanguard Group |
|
|
|
Monthly |
Thomas Weisel Partners, Group |
|
|
|
Monthly |
TIAA-CREF Individual & Institutional Services, LLC |
|
|
|
Monthly |
Towers Perrin |
|
|
|
Monthly |
Transamerica Retirement Services |
|
|
|
Monthly |
Travelers Life & Annuity Company |
|
|
|
Monthly |
UBS- Prime Consulting Group |
|
|
|
Monthly |
UMB Bank |
|
|
|
Monthly |
Union Bank of California |
|
|
|
Monthly |
US Bank |
|
|
|
Monthly |
USI Retirement |
|
|
|
Monthly |
Valic |
|
|
|
Monthly |
Vanguard |
|
|
|
Monthly |
Victory Capital Management |
|
|
|
Monthly |
Vestek Systems, Inc. |
|
Monthly |
|
|
Wachovia Bank |
|
|
|
Monthly |
Wachovia Capital Markets, LLC |
|
|
|
Monthly |
Wall Street Source |
|
Daily |
|
|
Watson Wyatt Worldwide |
|
Monthly |
|
Monthly |
Welch Hornsby |
|
|
|
Monthly |
Wells Fargo |
|
|
|
Monthly |
William Blair & Co. |
|
|
|
Monthly |
William M. Mercer Consulting Inc. |
|
|
|
Monthly |
William ONeil |
|
|
|
Monthly |
Wilmer Cutler Pickering Hale and Dorr LLP |
|
Upon Request |
|
|
Wilshire Associates Incorporated |
|
|
|
Monthly |
Wyatt Investment Consulting, Inc. |
|
|
|
Monthly |
Yanni Partners |
|
|
|
Monthly |
* 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 monthly or calendar quarterly basis for the sole purpose of performing their own analyses with respect to the Fund within one day following each calendar period-end.
** Each Fund may provide portfolio commentaries or fact sheets containing, among other things, a discussion of select portfolio holdings and a list of the largest portfolio positions, and/or portfolio performance attribution information to certain Financial Intermediaries one day following each period-end.
B-6
APPENDIX C
October 25, 2007
LORD, ABBETT & CO. LLC
PROXY VOTING POLICIES AND PROCEDURES
INTRODUCTION
Lord Abbett has a Proxy Committee responsible for establishing voting policies and for the oversight of its proxy voting process. Lord Abbetts Proxy Committee consists of the portfolio managers of each investment team and certain members of those teams, the Chief Administrative Officer for the Investment Department, the Firms Chief Investment Officer and its General Counsel. Once policy is established, it is the responsibility of each investment team leader to assure that each proxy for that teams portfolio is voted in a timely manner in accordance with those policies. In each case where an investment team declines to follow a recommendation of a companys management, a detailed explanation of the reason(s) for the decision is entered into the proxy voting system. Lord Abbett has retained RiskMetrics Group, formerly Institutional Shareholder Services (RMG), to analyze proxy issues and recommend voting on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.
The Boards of Directors of each of the Lord Abbett Mutual Funds established several years ago a Proxy Committee, composed solely of independent directors. The Funds Proxy Committee Charter provides that the Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; (iii) meet 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.
Lord Abbett is a privately-held firm, and we conduct only one business: we manage the investment portfolios of our clients. We are not part of a larger group of companies conducting diverse financial operations. We would therefore expect, based on our past experience, that the incidence of an actual conflict of interest involving Lord Abbetts proxy voting process would be limited. Nevertheless, if a potential conflict of interest were to arise, involving one or more of the Lord Abbett Funds, where practicable we would disclose this potential conflict to the affected Funds Proxy Committees and seek voting instructions from those Committees in accordance with the procedures described below under Specific Procedures for Potential Conflict Situations. If it were not practicable to seek instructions from those Committees, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow a recommendation of RMG. If such a conflict arose with any other client, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow the recommendation of RMG.
SPECIFIC PROCEDURES FOR POTENTIAL CONFLICT SITUATIONS
Situation 1. Fund Independent Board Member on Board (or Nominee for Election to Board) of Publicly Held Company Owned by a Lord Abbett Fund.
Lord Abbett will compile a list of all publicly held companies where an Independent Board Member serves on the board of directors, or has indicated to Lord Abbett that he is a nominee for election to the board of directors (a Fund Director Company). If a Lord Abbett Fund owns stock in a Fund Director Company, and if Lord Abbett has decided not to follow the proxy voting recommendation of RMG, then Lord Abbett shall bring that issue to the Funds Proxy Committee for instructions on how to vote that proxy issue.
The Independent Directors have decided that the Director on the board of the Fund Director Company will not participate in any discussion by the Funds Proxy Committee of any proxy issue for that Fund Director Company or in the voting instruction given to Lord Abbett.
Situation 2. Lord Abbett has a Significant Business Relationship with a Company.
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Lord Abbett will compile a list of all publicly held companies (or which are a subsidiary of a publicly held firm) that have a significant business relationship with Lord Abbett (a Relationship Firm). A significant business relationship for this purpose means: (a) a broker dealer firm which sells one percent or more of the Lord Abbett Funds total (i.e., gross) dollar amount of shares sold for the last 12 months; (b) a firm which is a sponsor firm with respect to Lord Abbetts Separately Managed Account business; (c) an institutional client which has an investment management agreement with Lord Abbett; (d) an institutional investor having at least $5 million in Class I shares of the Lord Abbett Funds; and (e) a large plan 401(k) client with at least $5 million under management with Lord Abbett.
For each proxy issue involving a Relationship Firm, Lord Abbett shall notify the Funds Proxy Committee and shall seek voting instructions from the Funds Proxy Committee only in those situations where Lord Abbett has proposed not to follow the recommendations of RMG.
SUMMARY OF PROXY VOTING GUIDELINES
Lord Abbett generally votes in accordance with managements recommendations on the election of directors, appointment of independent auditors, changes to the authorized capitalization (barring excessive increases) and most shareholder proposals. This policy is based on the premise that a broad vote of confidence on such matters is due the management of any company whose shares we are willing to hold.
Election of Directors
Lord Abbett will generally vote in accordance with managements recommendations on the election of directors. However, votes on director nominees are made on a case-by- case basis. Factors that are considered include current composition of the board and key- board nominees, long-term company performance relative to a market index, and the directors investment in the company. We also consider whether the Chairman of the board is also serving as CEO, and whether a retired CEO sits on the board, as these situations may create inherent conflicts of interest. We generally will vote in favor of separation of the Chairman and CEO functions when management supports such a requirement, but we will make our determination to vote in favor of or against such a proposed requirement on a case-by-case basis.
There are some actions by directors that may result in votes being withheld.
These actions include, but are not limited to:
(1) Attending less than 75% of board and committee meetings without a valid excuse.
(2) Ignoring shareholder proposals that are approved by a majority of votes for two consecutive years.
(3) Failing to act on takeover offers where a majority of shareholders tendered their shares.
(4) Serving as inside directors and sit on an audit, compensation, stock option, nominating or governance committee.
(5) Failing to replace management as appropriate.
We will generally vote in favor of proposals requiring that directors be elected by a majority of the shares represented and voting at a meeting at which a quorum is present, although special considerations in individual cases may cause us to vote against such a proposal. We also will generally approve proposals to elect directors annually. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. The basic premise of the staggered election of directors is to provide a continuity of experience on the board and to prevent a precipitous change in the composition of the board. Although shareholders need some form of protection from hostile takeover attempts, and boards need tools and leverage in order to negotiate effectively with potential acquirers, a classified board tips the balance of power too much toward incumbent management at the price of potentially ignoring shareholder interests.
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Incentive Compensation Plans
We usually vote with management regarding employee incentive plans and changes in such plans, but these issues are looked at very closely on a case-by-case basis. We use RMG for guidance on appropriate compensation ranges for various industries and company sizes. In addition to considering the individual expertise of management and the value they bring to the company, we also consider the costs associated with stock-based incentive packages including shareholder value transfer and voting power dilution.
We scrutinize very closely the approval of repricing or replacing underwater stock options, taking into consideration the following:
(1) The stocks volatility, to ensure the stock price will not be back in the money over the near term.
(2) Managements rationale for why the repricing is necessary.
(3) The new exercise price, which must be set at a premium to market price to ensure proper employee motivation.
(4) Other factors, such as the number of participants, term of option, and the value for value exchange.
In large-cap companies we would generally vote against plans that promoted short-term performance at the expense of longer-term objectives. Dilution, either actual or potential, is, of course, a major consideration in reviewing all incentive plans. Team leaders in small- and mid-cap companies often view option plans and other employee incentive plans as a critical component of such companies compensation structure, and have discretion to approve such plans, notwithstanding dilution concerns.
Shareholder Rights
Cumulative Voting
We generally oppose cumulative voting proposals on the ground that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole.
Confidential Voting
There are both advantages and disadvantages to a confidential ballot. Under the open voting system, any shareholder that desires anonymity may register the shares in the name of a bank, a broker or some other nominee. A confidential ballot may tend to preclude any opportunity for the board to communicate with those who oppose management proposals.
On balance we believe shareholder proposals regarding confidential balloting should generally be approved, unless in a specific case, countervailing arguments appear compelling.
Supermajority Voting
Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more than this may permit management to entrench themselves by blocking amendments that are in the best interest of shareholders.
Takeover Issues
Votes on mergers and acquisitions must be considered on a case-by-case basis. The voting decision should depend on a number of factors, including: anticipated financial and operating benefits, the offer price, prospects of the combined companies, changes in corporate governance and their impact on shareholder rights. It is our policy to
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vote against management proposals to require supermajority shareholder vote to approve mergers and other significant business combinations, and to vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We are also opposed to amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of the companys voting stock. Restructuring proposals will also be evaluated on a case-by-case basis following the same guidelines as those used for mergers.
Among the more important issues that we support, as long as they are not tied in with other measures that clearly entrench management, are:
1) Anti-greenmail provisions, which prohibit management from buying back shares at above market prices from potential suitors without shareholder approval.
2) Fair Price Amendments, to protect shareholders from inequitable two-tier stock acquisition offers.
3) Shareholder Rights Plans (so-called Poison Pills), usually blank check preferred and other classes of voting securities that can be issued without further shareholder approval. However, we look at these proposals on a case-by-case basis, and we only approve these devices when proposed by companies with strong, effective managements to force corporate raiders to negotiate with management and assure a degree of stability that will support good long-range corporate goals. We vote for shareholder proposals asking that a company submit its poison pill for shareholder ratification.
4) Chewable Pill provisions, are the preferred form of Shareholder Rights Plan. These provisions allow the shareholders a secondary option when the Board refuses to withdraw a poison pill against a majority shareholder vote. To strike a balance of power between management and the shareholder, ideally Chewable Pill provisions should embody the following attributes, allowing sufficient flexibility to maximize shareholder wealth when employing a poison pill in negotiations:
· Redemption Clause allowing the board to rescind a pill after a potential acquirer has surpassed the ownership threshold.
· No dead-hand or no-hand pills.
· Sunset Provisions which allow the shareholders to review, and reaffirm or redeem a pill after a predetermined time frame.
· Qualifying Offer Clause which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.
Social Issues
It is our general policy to vote as management recommends on social issues, unless we feel that voting otherwise will enhance the value of our holdings. We recognize that highly ethical and competent managements occasionally differ on such matters, and so we review the more controversial issues closely.
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LORD ABBETT MUNICIPAL INCOME FUND, INC.
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) (i) Articles of Restatement . Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on December 2, 1998 (Accession Number 0000737800-98-000011).
(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 (Accession Number 0000912057-02-002958).
(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 (Accession Number 0000912057-02-002958).
(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 (Accession Number 0001047469-05-001822).
(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 (Accession Number 0001104659-07-032568).
(vi) Articles Supplementary to Articles of Incorporation dated July 31, 2007. Incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A filed on September 14, 2007 (Accession Number 0001104659-07-068585).
(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 (Accession Number 0001104659-07-068585).
(viii) Articles Supplementary to Articles of Incorporation dated January 18, 2008. Filed herein.
(b) By-Laws as amended on January 28, 2005. Incorporated by reference to Post-Effective Amendment No. 37 on the Registration Statement on form N-1A filed on January 28, 2005 (Accession Number 0001047469-05-001822).
(c) Instruments Defining Rights of Security Holders. Not applicable.
(d) Investment Advisory Contracts.
(i) Management Agreement . Incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 28, 2002 (Accession Number 0000912057-02-002958).
(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, (Accession Number 2006 0001047469-06-001147).
(iii) Expense Reimbursement Agreement dated February 1, 2008. 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 (Accession Number 0000912057-02-002958).
2
(f) Bonus or Profit Sharing Contracts . Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A filed on January 31, 2001 (Accession Number 0000737800-01-000001).
(g) Custodian Agreement
(i) Custodian Agreement and updated Exhibit A dated June 29, 2006 including all amendments. Incorporated by reference to Post-Effective Amendment No.40 to the Registration Statement on Form N-1A filed on January 29, 2007 (Accession Number 0001104659-07-005478 ).
(ii) Form of Amendment to Custodian Agreement dated December 14, 2007 . Filed herein.
(h) Other Material Contracts.
(i) Transfer Agency Agreement dated July 1, 2004 with all amendments. Filed herein.
(ii) Administrative Services Agreement dated December 12, 2002 with amendments #1-#8. Incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N- 1A filed on January 30, 2006 (Accession Number 2006 0001047469-06-001147).
(iii) Amendment #9-10 to the Administrative Services Agreement dated December 12, 2002. Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A filed on January 29, 2007 (Accession Number 0001104659-07-005478).
(iv) Amendment #11 to Administrative Services Agreement . Filed herein.
(i) Legal Opinion . Opinion of Wilmer Cutler Pickering Hale & Dorr LLP. Filed herein.
(j) Other Opinion . Consent of Deloitte & Touche LLP. Filed herein .
(k) Omitted Financial Statements . Incorporated by reference to Registrants 2007 Annual Report filed on Form N-CSR filed on December 10, 2007 (Accession Number 0001104659-07-088013).
(l) Initial Capital Agreements. Incorporated by reference.
(m) Rule 12b-1 Plan. Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement for Lord Abbett Family of Funds dated August 10, 2007 with updated schedule dated December 14, 2007. Filed herein.
(n) Rule 18f-3 Plan. Amended & Restated Plan as of August 10, 2007 pursuant to Rule 18f-3(d) under the Investment Company Act 1940 with updated Schedule A dated December 14, 2007. Filed herein.
(o) Reserved.
(p) Code of Ethics dated October 25, 2007. Filed herein.
3
Item 24. Persons Controlled by or Under Common Control with the Fund
None.
Item 25. Indemnification
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 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
4
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 26. 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. Lord Abbett Distributor LLC, a limited liability company, serves as its distributor and principal underwriter.
(b) Partners:
Set forth below is information relating to the business, profession, vocation or employment of a substantial nature that each partner of the adviser, is or has been engaged in within the last two fiscal years for his/her own account in the capacity of director, officer, employee, partner or trustee of Lord Abbett. The principal business address of the following persons is c/o Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, NJ 07302-3973
Robert Ball, Bruce Bartlett, Joan A. Binstock , Michael Brooks, Zane E. Brown, Patrick Browne, John Corr, Sholom Dinsky, Robert S. Dow, Milton Ezrati, Robert P. Fetch, Daria L. Foster, Daniel H. Frascarelli, Kenneth G. Fuller, Robert I. Gerber, Michael S. Goldstein, Michael A. Grant, Howard E. Hansen, Gerard Heffernan, Jr., Charles Hofer, Cinda Hughes, Ellen G. Itskovitz, Lawrence H. Kaplan, Jerald Lanzotti, Richard Larsen, Robert A. Lee, Maren Lindstrom, Gregory M. Macosko, Thomas Malone, Charles Massare, Jr., Vincent J. McBride, Paul McNamara, Robert J. Noelke, A. Edward Oberhaus III, F. Thomas OHalloran, R. Mark Pennington, Walter H. Prahl, Michael Radziemski, Eli M. Salzmann, Harold E. Sharon, Douglas B. Sieg, Richard Sieling, Michael T. Smith, Jarrod R. Sohosky, Diane Tornejal, Christopher J. Towle, Edward K. von der Linde, and Marion Zapolin.
Item 27. Principal Underwriters
Lord Abbett Distributor LLC serves as principal underwriter for the Registrant. Lord Abbett Distributor LLC also services as principal underwriter for the following Lord Abbett-sponsored funds:
(a) Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Trust
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.
5
(b) Lord Abbett Distributor LLC is a wholly owned subsidiary of Lord, Abbett & Co. LLC. The principal officers of Lord, Abbett Distributor LLC are:
Name and Principal |
|
Positions and Offices with |
|
Positions and Offices |
Business Address * |
|
Lord Abbett Distributor LLC |
|
with Registrant |
|
|
|
|
|
Robert S. Dow |
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Chief Executive Officer |
|
Chairman and Chief Executive Officer |
Lawrence H. Kaplan |
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General Counsel |
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Vice President and Secretary |
John K. Forst |
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Deputy General Counsel |
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Vice President and Assistant Secretary |
Marion Zapolin |
|
Chief Financial Officer |
|
Not Applicable |
James W. Bernaiche |
|
Chief Compliance Officer |
|
Chief Compliance Officer |
*Each of the above has a principal business address: 90 Hudson Street, Jersey City, New Jersey 07302
(c) Not applicable.
Item 28. Location of Accounts and Records
The Registrant maintains the records required by Rules 31a-1(a) and (b), and 31a-2(a) under the 1940 Act at its main office.
Lord, Abbett & Co. LLC maintains the records required by Rules 31a - 1(f) and 31a - 2(e) under the 1940 Act at its main office.
Certain records such as canceled stock certificates and correspondence may be physically maintained at the main office of the Registrants Transfer Agent, Custodian, or Shareholder Servicing Agent within the requirements of Rule 31a-3 under the 1940 Act.
Item 29. Management Services
None.
Item 30. Undertakings
None.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all 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 28th day of January, 2008.
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LORD ABBETT MUNICIPAL INCOME FUND, INC. |
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/s/ Lawrence B. Stoller |
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By: |
Lawrence B. Stoller |
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Vice President and Assistant Secretary |
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/s/ Joan A. Binstock |
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By: |
Joan A. Binstock |
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Vice President and Chief Financial Officer |
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 as of dates indicated.
Signatures |
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Title |
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Date |
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/s/Robert S. Dow * |
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Chairman and Director |
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January 28, 2008 |
Robert S. Dow |
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/s/Daria L. Foster* |
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President and Director |
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January 28, 2008 |
Daria L. Foster |
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/s/E. Thayer Bigelow * |
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Director |
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January 28, 2008 |
E. Thayer Bigelow |
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/s/William H. T. Bush* |
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Director |
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January 28, 2008 |
William H. T. Bush |
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/s/Robert B. Calhoun, Jr.* |
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Director |
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January 28, 2008 |
Robert B. Calhoun, Jr. |
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/s/Julie A. Hill* |
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Director |
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January 28, 2008 |
Julie A. Hill |
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/s/Franklin W. Hobbs* |
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Director |
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January 28, 2008 |
Franklin W. Hobbs |
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/s/Thomas J. Neff* |
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Director |
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January 28, 2008 |
Thomas J. Neff |
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/s/ James L.L. Tullis* |
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Director |
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January 28, 2008 |
James L.L. Tullis |
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* BY: |
/s/ Lawrence B. Stoller |
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Lawrence B. Stoller |
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Attorney-in-Fact |
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7
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Lawrence H. Kaplan, Lawrence B. Stoller and John K. Forst, 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 and on the dates indicated.
Signatures |
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Title |
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Date |
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/s/ Robert S. Dow |
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Chairman, CEO |
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October 25, 2007 |
Robert S. Dow |
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and Director/Trustee |
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/s/ Daria L. Foster |
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President and |
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October 25, 2007 |
Daria L. Foster |
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Director/Trustee |
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/s/ E. Thayer Bigelow |
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Director/Trustee |
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October 25, 2007 |
E. Thayer Bigelow |
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/s/ William H. T. Bush |
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Director/Trustee |
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October 25, 2007 |
William H. T. Bush |
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/s/ Robert B. Calhoun, Jr. |
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Director/Trustee |
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October 25, 2007 |
Robert B. Calhoun, Jr. |
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/s/ Julie A. Hill |
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Director/Trustee |
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October 25, 2007 |
Julie A. Hill |
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/s/ Franklin W. Hobbs |
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Director/Trustee |
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October 25, 2007 |
Franklin W. Hobbs |
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/s/ Thomas J. Neff |
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Director/Trustee |
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October 25, 2007 |
Thomas J. Neff |
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/s/ James L .L. Tullis |
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Director/Trustee |
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October 25, 2007 |
James L. L. Tullis |
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8
EXHIBIT A
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett Municipal Income Trust
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.
9
Exhibit 99.(a)(viii)
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 1,210,000,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $1,210,000. The Board of Directors has previously classified and designated the Corporations shares as follows:
Lord Abbett California Tax-Free Income Fund
Class A 60,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Connecticut Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Hawaii Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Minnesota Tax-Free Income Fund
Class A 40,000,000 shares
Class P 30,000,000 shares
Lord Abbett Missouri Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett New Jersey Tax-Free Income Fund
Class A 80,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett New York Tax-Free Income Fund
Class A 60,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Texas Tax-Free Income Fund
Class A 40,000,000 shares
Class P 30,000,000 shares
Lord Abbett Washington Tax-Free Income Fund
Class A 40,000,000 shares
Class P 30,000,000 shares
Lord Abbett National Tax-Free Income Fund
Class A 80,000,000 shares
Class B 20,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class I 15,000,000 shares
Class P 30,000,000 shares
SECOND : Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of stock of the Corporation, to classify a series into one or more classes of such series, and to decrease the aggregate number of shares of stock of any class, the Board of Directors hereby reclassifies 20 million Class A shares of the Texas Tax-Free Income Fund as Class A shares of the National Tax-Free Income Fund, and decreasing the number of shares authorized for issuance by retiring all of the remaining Class A and Class P shares of the Minnesota Tax-Free Income Fund, Texas Tax-Free Income Fund, and the Washington Tax-Free Income Fund. Accordingly, the number of shares of capital stock which the Corporation shall have authority to issue is hereby decreased to 1,020,000,000, of the par value $.001 each, having an aggregate par value of $1,020,000. Following such reclassification and decrease, the shares of capital stock of the Corporation shall be classified as follows:
2
Lord Abbett California Tax-Free Income Fund
Class A 60,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Connecticut Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Hawaii Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Minnesota Tax-Free Income Fund
Class A 0 shares
Class P 0 shares
Lord Abbett Missouri Tax-Free Income Fund
Class A 40,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett New Jersey Tax-Free Income Fund
Class A 80,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett New York Tax-Free Income Fund
Class A 60,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class P 30,000,000 shares
Lord Abbett Texas Tax-Free Income Fund
Class A 0 shares
Class P 0 shares
Lord Abbett Washington Tax-Free Income Fund
Class A 0 shares
Class P 0 shares
3
Lord Abbett National Tax-Free Income Fund
Class A 100,000,000 shares
Class B 20,000,000 shares
Class C 20,000,000 shares
Class F 30,000,000 shares
Class I 15,000,000 shares
Class P 30,000,000 shares
THIRD : Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified or reclassified as specified in Article Second above 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.
FOURTH : The Corporation is registered as an open-end company under the Investment Company Act of 1940. The total number of shares of capital stock that the Corporation has authority to issue has been decreased 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 or reclassified as specified in Article Second above have been duly classified by the Board of Directors under the authority contained in the Articles.
FIFTH : 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 January 18, 2008.
4
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 January 18, 2008.
|
|
LORD ABBETT MUNICIPAL INCOME FUND, INC. |
||
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||
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||
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By: |
/s/ Lawrence H. Kaplan |
|
|
|
|
Lawrence H. Kaplan |
|
|
|
|
Vice President and Secretary |
WITNESS:
/s/ Lawrence B. Stoller |
|
Lawrence B. Stoller |
|
Vice President and Assistant Secretary |
5
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 |
6
Exhibit 99.(d)(iii)
EXPENSE REIMBURSEMENT AGREEMENT
This Expense Reimbursement Agreement (this Agreement) is made and entered into this 1st day of February, 2008 between Lord, Abbett & Co. LLC (Lord Abbett) and Lord Abbett Municipal Income Fund, Inc. (Municipal Income Fund) with respect to the Lord Abbett National Tax-Free Income Fund, Lord Abbett California Tax-Free Income Fund, Lord Abbett Connecticut Tax-Free Income Fund, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund, and Lord Abbett New York Tax-Free Income Fund (each a Fund).
In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
1. With respect to the Lord Abbett National Tax-Free Income Fund, Lord Abbett agrees to bear directly and/or reimburse the Fund for expenses if and to the extent that Total Operating Expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) exceed or would otherwise exceed a particular annual rate of the average daily net assets of the Funds Class A, B, C, F, I, and P shares, as relevant, for the time period set forth in paragraph 4 below. The applicable rates for the Fund are shown below:
Class A |
|
Class B |
|
Class C |
|
Class F |
|
Class I |
|
Class P |
|
0.95 |
% |
1.60 |
% |
1.60 |
% |
0.70 |
% |
0.60 |
% |
1.05 |
% |
2. With respect to each of the Lord Abbett California Tax-Free Income Fund and Lord Abbett New York Tax-Free Income Fund, Lord Abbett agrees to bear directly and/or reimburse the Fund for expenses if and to the extent that Total Operating Expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) exceed or would otherwise exceed a particular annual rate of the average daily net assets of the Funds Class A, C, F, and P shares, as relevant, for the time period set forth in paragraph 4 below. The applicable rates for each Fund are shown below:
Class A |
|
Class C |
|
Class F |
|
Class P |
|
0.95 |
% |
1.60 |
% |
0.70 |
% |
1.05 |
% |
3. With respect to each of the Lord Abbett Connecticut Tax-Free Income Fund, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Lord Abbett New Jersey Tax-Free Income Fund, Lord Abbett agrees to bear directly and/or reimburse the Fund for expenses if and to the extent that Total Operating Expenses (excluding interest and related expenses associated with the Funds investments in residual interest bonds) exceed or would otherwise exceed a particular annual rate of the average daily net assets of the Funds Class A, F, and P shares, as relevant, for the time period set forth in paragraph 4 below. The applicable rates for each Fund are shown below:
Class A |
|
Class F |
|
Class P |
|
0.95 |
% |
0.70 |
% |
1.05 |
% |
4. Lord Abbetts commitments described in paragraphs 1, 2, and 3 will be effective from February 1, 2008 through January 31, 2009.
IN WITNESS WHEREOF, Lord Abbett and Lord Abbett Municipal Income Fund have caused this Agreement to be executed by a duly authorized member and officer, respectively, as of the day and year first above written.
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LORD ABBETT MUNICIPAL INCOME FUND, INC. |
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By: |
/s/ Lawrence B. Stoller |
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Lawrence B. Stoller |
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Vice President and Assistant Secretary |
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LORD, ABBETT & CO. LLC |
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By: |
/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Member and General Counsel |
||
Exhibit 99.(g)(ii)
FORM OF
December 14, 2007
State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody
Dear Sir or Madam:
Lord Abbett Investment Trust (the Fund), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored mutual funds and State Street Bank and Trust Company (State Street) dated November 1, 2001 (the Agreement), requests an amendment to the Agreement pursuant to Section 17.
Section 17 of the Agreement provides that, in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeper under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]. This letter is to notify State Street that on September 11, 2007 the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, the legal name of which is as follows: Lord Abbett Floating Rate Fund (the Portfolio). It is the Funds desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.
Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on December 14, 2007.
It is currently anticipated that the registration statement for the Portfolio will become effective on December 14, 2007. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Streets acceptance by signing below.
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Lord Abbett Investment Trust |
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Lawrence H. Kaplan |
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Vice President and Secretary |
Accepted: |
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Vice President, Custody |
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State Street Bank and Trust Company |
Enclosures
ENTITY AND SERIES |
|
TYPE OF
|
|
JURISDICTION |
|
|
|
|
|
Lord Abbett Affiliated Fund, Inc. |
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Corporation |
|
Maryland |
Lord Abbett Blend Trust |
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Statutory Trust |
|
Delaware |
Lord Abbett Small-Cap Blend Fund |
|
|
|
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Lord Abbett Bond-Debenture Fund, Inc. |
|
Corporation |
|
Maryland |
Lord Abbett Developing Growth Fund, Inc. |
|
Corporation |
|
Maryland |
Lord Abbett Global Fund, Inc. |
|
Corporation |
|
Maryland |
Equity Series |
|
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|
Lord Abbett Developing Local Markets Fund(1) |
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Lord Abbett Investment Trust |
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Statutory Trust |
|
Delaware |
Lord Abbett Balanced Strategy Fund |
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Lord Abbett Convertible Fund |
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Lord Abbett Core Fixed Income Fund |
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Lord Abbett Diversified Equity Strategy Fund |
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Lord Abbett Diversified Income Strategy Fund(2) |
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Lord Abbett Floating Rate Fund |
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Lord Abbett Growth & Income Strategy Fund(3) |
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Lord Abbett High Yield Fund |
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Lord Abbett Income Fund(4) |
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Lord Abbett Short Duration Income Fund(5) |
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Lord Abbett Total Return Fund |
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Lord Abbett Large-Cap Growth Fund |
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Statutory Trust |
|
Delaware |
Lord Abbett Mid-Cap Value Fund, Inc. |
|
Corporation |
|
Maryland |
Lord Abbett Municipal Income Fund, Inc. |
|
Corporation |
|
Maryland |
Lord Abbett California Tax-Free Income Fund |
|
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Lord Abbett Connecticut Tax-Free Income Fund |
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Lord Abbett Hawaii Tax-Free Income Fund |
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Lord Abbett Minnesota Tax-Free Income Fund(6) |
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Lord Abbett Missouri Tax-Free Income Fund |
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Lord Abbett National Tax-Free Income Fund |
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Lord Abbett New Jersey Tax-Free Income Fund |
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Lord Abbett New York Tax-Free Income Fund |
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Lord Abbett Texas Tax-Free Income Fund(6) |
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(1) The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.
(2) The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.
(3) The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.
(4) Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.
(5) Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.
(6) At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on
December 14, 2007.
Lord Abbett Washington Tax-Free Income Fund(6) |
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Lord Abbett Municipal Income Trust |
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Statutory Trust |
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Delaware |
Florida Series(6) |
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Georgia Series |
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Lord Abbett High Yield Municipal Bond Fund |
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Lord Abbett Intermediate Tax-Free Fund(7) |
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Michigan Series(6) |
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Pennsylvania Series |
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Lord Abbett Research Fund, Inc. |
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Corporation |
|
Maryland |
Lord Abbett Americas Value Fund |
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Lord Abbett Growth Opportunities Fund |
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Lord Abbett Large-Cap Core Fund |
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Small-Cap Value Series |
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Lord Abbett Securities Trust |
|
Statutory Trust |
|
Delaware |
Lord Abbett All Value Fund |
|
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Lord Abbett Alpha Strategy Fund |
|
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Lord Abbett International Core Equity Fund |
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Lord Abbett International Opportunities Fund |
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Lord Abbett Large-Cap Value Fund |
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Lord Abbett Micro-Cap Growth Fund |
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Lord Abbett Micro-Cap Value Fund |
|
|
|
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Lord Abbett Value Opportunities Fund |
|
|
|
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Lord Abbett Series Fund, Inc. |
|
Corporation |
|
Maryland |
All Value Portfolio |
|
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|
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Americas Value Portfolio |
|
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|
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Bond-Debenture Portfolio |
|
|
|
|
Growth and Income Portfolio |
|
|
|
|
Growth Opportunities Portfolio |
|
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|
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International Portfolio |
|
|
|
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Large-Cap Core Portfolio |
|
|
|
|
Mid-Cap Value Portfolio |
|
|
|
|
Lord Abbett U.S.
Government & Government Sponsored
|
|
Corporation |
|
Maryland |
(7) The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.
AGENCY AGREEMENT
by and between
DST Systems, Inc.
and
The Lord Abbett Family of Funds
TABLE OF CONTENTS
1. |
Definitions. |
1 |
||
|
|
|
||
2. |
Appointment of the Agent as Transfer Agent. |
1 |
||
|
2.1. |
Appointment and Scope. |
1 |
|
|
|
2.1.1. |
Appointment. |
1 |
|
2.2. |
Documentation. |
2 |
|
|
|
2.2.1. |
Documentation Related to Appointment. |
2 |
|
|
2.2.2. |
Increase in a Funds Authorized Stock. |
3 |
|
|
2.2.3. |
Certification of Documents. |
3 |
|
|
2.2.4. |
Future Amendments to Charter and Bylaws. |
3 |
|
2.3. |
New Funds or Fund Series Requiring Only Current Services. |
3 |
|
|
|
|
|
|
3. |
Services. |
3 |
||
|
3.1. |
Identification of Services. |
3 |
|
|
3.2. |
Additional Services. |
4 |
|
|
3.3. |
Performance Standards. |
5 |
|
|
3.4. |
Services With Respect to New Functions or Features. |
5 |
|
|
|
|
|
|
4. |
Management of the Services. |
6 |
||
|
4.1. |
Changes in Services by the Agent. |
6 |
|
|
4.2. |
Subcontractors. |
6 |
|
|
|
4.2.1. |
Engagement of Subcontractors. |
7 |
|
|
4.2.2. |
Further Assurances. |
7 |
|
|
|
|
|
5. |
Security. |
8 |
||
|
Briefings. |
|
8 |
|
|
5.2. |
Changes to the Security Procedures. |
8 |
|
|
5.3. |
Inspections and Audits. |
8 |
|
|
|
5.3.1. |
Inspections by the Funds. |
8 |
|
|
5.3.2. |
Right to Audit Agent Sites. |
8 |
|
|
5.3.3. |
Demand for Inspection by Third Party. |
9 |
|
5.4. |
Backups and Disaster Recovery. |
9 |
|
|
|
5.4.1. |
Maintenance of a Business Contingency Plan. |
9 |
|
|
5.4.2. |
Backups. |
9 |
|
|
5.4.3. |
Components of the Business Contingency Plan. |
9 |
|
5.5. |
Third Party Claims. |
11 |
|
|
|
|
|
|
6. |
Standard of Care; General Performance Standards. |
11 |
||
|
6.1. |
Standard of Care as to All Services. |
11 |
|
|
6.2. |
Security Services. |
11 |
|
|
6.3. |
Instructions. |
11 |
|
|
6.4. |
The Agents and the Funds Knowledge of the Investment Company Industry. |
12 |
|
|
6.5. |
Service Level Standards. |
12 |
|
|
6.6. |
General Covenants. |
12 |
i
|
6.7. |
Compliance with Operating Procedures. |
12 |
|
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|
6.7.1. |
Obligations of the Agent. |
12 |
|
|
6.7.2. |
Changes to Operating Procedures. |
12 |
|
|
6.7.3. |
Anti-Money Laundering Procedures. |
12 |
|
6.8. |
Acts or Omissions in Reliance. |
13 |
|
|
|
6.8.1. |
Reliance on Instructions. |
13 |
|
|
6.8.2. |
Reliance on Other Inbound Communications. |
13 |
|
6.9. |
Right to Verify Authenticity and Authority. |
13 |
|
|
|
|
|
|
7. |
Assumption of Transfer Agent Services by the Funds or Agents Designated by the Funds. |
14 |
||
|
|
|
||
8. |
Licenses; Intellectual Property. |
15 |
||
|
8.1. |
Content. |
15 |
|
|
8.2. |
Rights in and Use of Data and Records. |
15 |
|
|
|
8.2.1. |
Rights. |
15 |
|
|
8.2.2. |
Restrictions on Use of Data. |
16 |
|
|
|
|
|
9. |
Covenants of the Funds. |
16 |
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|
9.1. |
Registration of Fund Shares. |
16 |
|
|
9.2. |
Stock Certificates. |
16 |
|
|
|
9.2.1. |
Furnishing of Stock Certificates. |
16 |
|
|
9.2.2. |
Death, Resignation or Removal of Signing Officer. |
16 |
|
|
9.2.3. |
Maintenance of Records and Cancelled Certificates. |
16 |
|
|
|
|
|
10. |
Compensation and Expenses. |
16 |
||
|
10.1. |
Fees. |
16 |
|
|
10.2. |
Expenses. |
17 |
|
|
|
10.2.1. |
Allocation of Expenses. |
17 |
|
|
10.2.2. |
Reimbursable Expenses. |
17 |
|
|
10.2.3. |
Documentation Supporting Reimbursement of Expenses. |
17 |
|
10.3. |
Taxes. |
17 |
|
|
10.4. |
Payment Terms. |
18 |
|
|
|
10.4.1. |
Performance Reports. |
18 |
|
|
10.4.2. |
Invoices. |
18 |
|
|
10.4.3. |
Timely Payments. |
18 |
|
|
10.4.4. |
No Suspension of Services. |
18 |
|
10.5. |
Changes in Fees and Expenses. |
19 |
|
|
|
10.5.1. |
Improved Efficiencies. |
19 |
|
|
10.5.2. |
Most Favored Customer. |
19 |
|
10.6. |
Original Issue Taxes and Mailings. |
19 |
ii
11. |
Representations and Warranties of the Agent. |
20 |
||
|
|
|
||
12. |
Representations and Warranties of the Funds. |
21 |
||
|
|
|
||
13. |
Limitations on Liability. |
22 |
||
|
13.1. |
Funds and Fund Series as Separate Parties. |
22 |
|
|
13.2. |
Funds as Separate Entities. |
22 |
|
|
13.3. |
Limits on Damages. |
22 |
|
|
13.4. |
As Of Transactions. |
23 |
|
|
13.5. |
Actions of Unaffiliated Third Persons. |
23 |
|
|
13.6. |
Consequential Damages. |
23 |
|
|
|
|
|
|
14. |
Indemnification and Insurance Coverage. |
23 |
||
|
14.1. |
Indemnity Obligations of the Agent. |
23 |
|
|
14.2. |
Indemnity Obligations of the Funds. |
24 |
|
|
14.3. |
Indemnification Procedure. |
25 |
|
|
14.4. |
Insurance Coverage. |
26 |
|
|
|
14.4.1. |
Maintenance of Insurance. |
26 |
|
|
|
|
|
15. |
Confidentiality. |
|
26 |
|
|
15.1. |
Confidential Information. |
26 |
|
|
|
15.1.1. |
Additional Provisions Relating to the Funds. |
27 |
|
|
15.1.2. |
Additional Provisions Relating to the Agent. |
27 |
|
15.2. |
Exceptions to Confidential Information. |
27 |
|
|
15.3. |
Obligation of Confidentiality. |
27 |
|
|
15.4. |
Equitable Relief. |
28 |
|
|
15.5. |
Privacy Considerations. |
28 |
|
|
|
|
|
|
16. |
Term and Termination. |
29 |
||
|
16.1. |
Term. |
29 |
|
|
16.2. |
Termination for Cause. |
29 |
|
|
16.3. |
Additional Termination Rights. |
29 |
|
|
16.4. |
Additional Termination Event. |
30 |
|
|
16.5. |
Obligations of the Agent upon Termination. |
30 |
|
|
16.6. |
Survival. |
31 |
|
|
|
|
|
|
17. |
Non-Solicitation. |
31 |
||
|
|
|
||
18. |
FAN Web Services. |
31 |
||
|
18.1. |
Definitions. |
31 |
|
|
18.2. |
Use of FAN Services By the Funds. |
32 |
|
|
18.3. |
Additional Provisions Concerning Proprietary Rights of the Agent With Respect to FAN Services. |
33 |
|
|
18.4. |
No Other Warranties. |
33 |
|
|
18.5. |
Limitation of Liability. |
34 |
iii
19. |
FAN Mail Services. |
34 |
||
|
19.1. |
Definitions. |
34 |
|
|
19.2. |
Use of FAN Mail Services By the Funds. |
34 |
|
|
19.3. |
Additional Provisions Regarding Agents Proprietary Rights. |
36 |
|
|
19.4. |
No Other Warranties. |
36 |
|
|
19.5. |
Limitation of Liability. |
36 |
|
|
19.6. |
Indemnity. |
37 |
|
|
|
|
|
|
20. |
Miscellaneous. |
37 |
||
|
20.1. |
Entire Agreement. |
37 |
|
|
20.2. |
Severability. |
37 |
|
|
20.3. |
Counterparts. |
37 |
|
|
20.4. |
Binding Effect. |
37 |
|
|
20.5. |
Assignment. |
37 |
|
|
20.6. |
Governing Law. |
37 |
|
|
20.7. |
Independent Contractors. |
37 |
|
|
20.8. |
Third-Party Beneficiaries. |
37 |
|
|
20.9. |
Further Assurances. |
38 |
|
|
20.10. |
Force Majeure. |
38 |
|
|
20.11. |
Waiver. |
38 |
|
|
20.12. |
Headings. |
38 |
|
|
20.13. |
Notice. |
38 |
|
|
20.14. |
Amendment. |
40 |
|
|
20.15. |
Dispute Resolution. |
40 |
|
|
|
20.15.1. |
Attorneys Fees. |
42 |
|
|
20.15.2. |
Waiver of Jury Trial. |
42 |
|
|
20.15.3. |
Limitation. |
42 |
|
|
|
|
|
Exhibit A |
Table of Contents of DST Full Service Legal Manual and Changes to the Manual Authorized by the Funds |
46 |
||
|
|
|
|
|
Exhibit B |
Anti-Money Laundering Procedures |
47 |
||
|
|
|
|
|
Exhibit C |
Form of AML Certification |
48 |
||
|
|
|
|
|
Exhibit D |
Escrow Agreement |
49 |
||
|
|
|
|
|
Exhibit E |
Form of Confidentiality Agreement |
56 |
iv
AGENCY AGREEMENT
This Agency Agreement (Agreement) is made as of July 1, 2004 (Effective Date), by and among each of the Funds (as such term, and other capitalized terms, are defined in Addendum 1 hereto) and DST Systems, Inc., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (the Agent).
RECITALS
A. Since the Effective Date, the Agent has provided to the Funds certain services on the terms and for the fees and expenses set forth in a fee proposal mutually executed by the Agent on July 1, 2004 and the Funds on July 1, 2004 (the Fee Proposal); and
B. The Funds and the Agent, in furtherance of such Fee Proposal, mutually desire to execute this Agreement to set forth the terms under which the Funds appoint the Agent to be transfer agent, dividend disbursing agent (the Transfer Agent) and agent for certain related services and to perform the Services.
C. This Agreement is intended to supersede all the existing transfer agent agreements between the Funds and United Missouri Bank (UMB) and the subcontract thereto between UMB and the Agent, and upon execution hereto, those agreements shall be deemed by the Funds and the Agent as terminated and of no further force and effect, and the rights and obligations of the Funds and the Agent shall be as set forth under this Agreement. The Funds shall be responsible for securing UMBs agreement to the termination of all such agreements.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. The capitalized terms used in this Agreement shall have the meanings set forth in Addendum 1 hereto unless otherwise defined herein.
2. APPOINTMENT OF THE AGENT AS TRANSFER AGENT.
2.1. APPOINTMENT AND SCOPE.
2.1.1. APPOINTMENT. Subject to the terms and conditions of this Agreement (a) each Fund hereby appoints the Agent as the Transfer Agent for such Fund, and (b) the Agent hereby accepts such appointment by each Fund and agrees that the Agent shall act as Transfer Agent for each Fund.
1
2.2. DOCUMENTATION.
2.2.1. DOCUMENTATION RELATED TO APPOINTMENT. In connection with the appointment of Agent, each Fund will file with the Agent on or prior to the Execution Date the following documentation:
(a) A copy, certified by such Funds Secretary or Assistant Secretary, of the resolutions of the Board of Directors of the Fund appointing the Agent as Transfer Agent, approving the form of this Agreement and designating certain Persons to sign stock certificates, if any, and give Instructions and requests on behalf of the Fund;
(b) A copy, certified by such Funds Secretary or Assistant Secretary, of the Articles of Incorporation or Declaration of Trust, as applicable, of the Fund and all amendments thereto;
(c) A copy, certified by such Funds Secretary or Assistant Secretary, of the Bylaws of the Fund;
(d) A copy of the current registration statement and amendments thereto of the Fund, filed with the Securities and Exchange Commission;
(e) Specimens of all forms of outstanding stock certificates for the Fund, in the forms approved by its Board of Directors, with a certificate of its Secretary or Assistant Secretary as to such approval; and
(f) Specimens of the signatures of the officers of the Fund authorized to sign stock certificates, and individuals authorized to sign or deliver Instructions and other requests.
(g) An opinion of counsel for the Fund (which may be in-house counsel) with respect to:
(i) The Funds organization and existence under the laws of its state of organization;
(ii) The status of all shares of stock or of all shares of beneficial interests of the Fund, as applicable, covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute and that all shares requested to be registered under such Acts or statutes are properly registered;
(iii) That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable; and
(iv) If any Shares are subject to registration under the 1933 Act, whether they have been registered under the Act and whether the related Registration Statement has become effective or, if Shares are exempt from such registration, the specific grounds therefor.
2
In addition, the Agent acknowledges the receipt from each Fund, and that the Account Records previously utilized by the Agent were generally adequate to perform the Services.
2.2.2. INCREASE IN A FUNDS AUTHORIZED STOCK. In the event that a Fund that is a Maryland corporation increases its Shares, the Fund shall file with the Agent a certified copy of the articles supplementary to the Articles of Incorporation of such Fund authorizing the increase of Shares, and shall comply with the requirements of Section 1.17(f) of the Service Specifications in connection with such increase.
2.2.3. CERTIFICATION OF DOCUMENTS. Each Fund agrees that its Articles of Incorporation, Certificate of Trust, and Declaration of Trust, as applicable, its Bylaws, and copies of all amendments thereto have been and will continue to be filed in every jurisdiction where the filing thereof is required.
2.2.4. FUTURE AMENDMENTS TO CHARTER AND BYLAWS. Each Fund shall promptly provide the Agent copies of all material amendments to its Articles of Incorporation, Declaration of Trust, or Bylaws made after the Execution Date, and such amendment shall be certified by such Funds Secretary or Assistant Secretary. No such material amendments shall modify or increase the Agents responsibilities without the Agents prior written consent executed by an officer of the Agent.
2.3. NEW FUNDS OR FUND SERIES REQUIRING ONLY CURRENT SERVICES. In the event that a new fund or new series of a Fund is created in any existing business trust, corporation or any other entity which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such Fund or series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 and otherwise appropriate. The appointment of the Agent on behalf of any new fund or any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such new fund or new series of a Fund.
3. SERVICES.
3.1. IDENTIFICATION OF SERVICES. Subject to the terms and conditions of this Agreement, the Agent shall, utilizing the appropriate Agent System as then constituted and configured, perform the Transfer Agent Services as enumerated below for each Fund, as the Transfer Agent of that Fund, and the Agent shall perform the Ancillary Services as enumerated below for each Fund, each in accordance with the requirements, terms and conditions set forth in the relevant section(s) of this Agreement and the Service Specifications, including all addendums hereto and thereto. The Transfer Agent Services to be provided by the Agent under this Agreement include the following, each as more fully described in this Agreement and the Service Specifications: (a) Offline Communications Services, subject to Section 1.1 of the Service Specifications (b) Processing Services; (c) Record and Reporting Services; (d) Reporting Services; (e) Shareholder Account Services and other Shareholder Recordkeeping Services; (f) Shareholder Transaction Services; (g) Processing of Sales Charges; (h) Convertible Securities Services; (i) Share Certificate Services; (j) Disbursement Services; (k) Processing Inquiries and Requests; (l)
3
Shareholder Meeting Services; (m) Mailing Services; (n) Safekeeping Services; (o) Data Services; (p) Cash Management Services, and (q) such Additional Transfer Agent Services as may be added in accordance with Section 3.2 below. The Ancillary Services to be provided by the Agent under this Agreement include the following, each as more fully described in this Agreement and the Service Specifications: (a) Web Services (which shall include the Vision Services, the FAN Services, FAN Mail Services and TRAC-2000 Internet Services); (b) provision of an AWD license by DST Technologies, Inc.; and (c) such Additional Ancillary Services as may be added in accordance with Section 3.2 below. Unless a specific term is provided in the applicable Service Schedule, the term of each Service Schedule adopted hereunder or attached hereto shall be co-terminus with the Term of this Agreement and each new Term of this Agreement shall be a new term of such Schedule.
3.2. ADDITIONAL SERVICES. As part of the Services, the parties acknowledge that the Agent may provide, or cause to be provided, services in addition to, or beyond the scope of, the current list and schedule of Transfer Agent Services and Ancillary Services set forth in this Agreement and the Service Specifications as of the date of this Agreement (Additional Services). In the event that the parties agree that Additional Services are to be provided pursuant to this Agreement and upon the scope of, and the terms and conditions upon which the Agent would provide or cause to be provided, such Additional Services, the parties shall mutually agree in writing to a Service Order setting forth a description of the Additional Services and the terms and conditions (including liabilities, responsibilities, Fees and Expenses) on which they are to be provided, which Service Order shall become part of this Agreement and the Service Specifications. Except as otherwise provided in any such Service Order, or as otherwise agreed to in writing by the parties, the provision of the Additional Services will be governed by the terms of this Agreement. Notwithstanding anything in this Agreement, the Service Specifications or Addendum 1 to the contrary, the Agents responsibility to perform Services shall remain subject to the following agreements between the Agent and the Funds or the Agent and any Authorized Person, and Instructions from the Funds or any Authorized Person then in effect immediately prior to the execution of this Agreement (collectively, the Pre-Existing Agreements):
(a) Appointment of Agent and Wire Order Agreement, dated as of January 18, 1995, by and between Lord, Abbett & Co. LLC (Lord Abbett), the Funds, Investors Fiduciary Trust Company and the Agent;
(b) Agreements for Recordkeeping Services for 401(k) Plans & Trusts;
(c) Indemnity Agreement, dated August 21, 1997, acknowledged and agreed to by Lord Abbett, the Funds, Mesirow Financial and the Agent;
(d) Indemnity Agreement, dated August 12, 1997, acknowledged and agreed to by Lord Abbett, the Funds, Interra Clearing Services and the Agent;
(e) Indemnity Agreement, dated July 18, 1995, acknowledged and agreed to by Lord Abbett, the Funds, Prudential Securities Inc. and the Agent;
4
(f) Indemnity Agreement, dated October 16, 1995, acknowledged and agreed to by Lord Abbett, the Funds, Janney Montgomery Scott and the Agent;
(g) DST Customer Centers Usage and Non-Disclosure Agreement;
(h) Bilateral Agreement regarding Networking;
(i) Letter dated February 4, 1994 from Jules Moskowitz, Vice President, General Counsel and Secretary, to Ken B. Cutler, Partner and General Counsel, and Tom Iandola, Director of Broker-Dealer Operations, regarding Execution and Filing of ICI-developed Standard Networking Agreement with the National Securities Clearing Corporation;
(j) DST Full Service Legal Manual, a copy of which has previously been provided to the Funds, and the Table of Contents thereof included in Exhibit A attached hereto, along with anychanges authorized by the Funds as of the date hereof and included in Exhibit A attached hereto;
(k) Agreements regarding Discounted Broker Fees for Networked Accounts;
(l) UMB Self Trustee Agreement; and
(m) PAI Plan Processing Procedures.
The Services as described herein shall be modified as per such Pre-existing Agreements.
3.3. PERFORMANCE STANDARDS. The Agent shall perform the Services in compliance with this Agreement and the Service Specifications in which such Services are specifically referenced and, with respect to Transfer Agent Services, with the general Standard of Care set forth in Section 6 of this Agreement and, with respect to the Ancillary Services, with the standard of care set forth in the section of this Agreement in which such Services are specifically referenced.
3.4. SERVICES WITH RESPECT TO NEW FUNCTIONS OR FEATURES. The Agent shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same Transfer Agent Services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Funds Instructions, prospectus or application as amended from time to time, for the Funds provided (i) the Agent is advised in advance by the Funds of any changes therein and (ii) the TA2000 System and the mode of operations utilized by the Agent as then constituted supports such additional functions and 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 Funds requires an enhancement or modification to the TA2000 System or to operations as then conducted by the Agent, the Agent shall provide the Funds an estimate of the cost of developing such modification or enhancements and shall not be liable therefor until the Funds approve such cost and such modification or enhancement is thereafter installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation which the Funds elect to utilize or to have Agent utilize on their behalf materially increases the Agents cost of performing the Transfer Agent Services required hereunder at the current level of service (provided such
5
costs are passed through to other similarly situated clients of Agent), the Agent shall advise the Funds of the amount of such increase and if the Funds elect in writing to utilize such function, feature or service at such increased cost, the Agent shall be entitled to increase the Fees by the amount of the increase in costs agreed to in writing by the Funds. If the Funds do not agree in writing to the increase in Fees sought by the Agent, the Agent shall not be obligated to provide such function, feature or service. In no event shall the Agent be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing, and in no event shall the Funds be responsible for any increased Fees or expenses for such additional function, feature, improvement or change of a method or operation unless and until it has consented thereto in writing. For purposes of this Section 3.4, a material increase in the Agents cost means an increase greater than or equal to one cent (1 CENTS ) per account.
4. MANAGEMENT OF THE SERVICES.
4.1. CHANGES IN SERVICES BY THE AGENT.
(a) During the term of this Agreement the Agent will use on behalf of the Funds without additional cost all Modifications which the Agent may make to the Agent Facilities in the normal course of its business and which are applicable to functions and features then offered by the Funds and supported by the Agent under this Agreement, unless substantially all Agent clients are charged separately for such Modifications, including, without limitation, substantial Modifications necessitated by changes in existing laws, rules or regulations. The Funds agree to pay the Agent promptly for Modifications which are charged for separately at the rate provided for in the Agents standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
(b) The Agent shall have the right, at any time and from time to time, to make any Modification; provided that the Funds will be notified as promptly as possible prior to implementation of such Modification and that no such Modification shall materially adversely change or affect the operations and procedures of the Funds in using or employing the Agent Facilities hereunder or the Reports to be generated by such facilities hereunder, unless the Funds are given sixty (60) days prior notice to allow the Funds to change its procedures and the Agent, to the extent appropriate and available, provides the Funds with all revised Operating Procedures and suggested modified controls; and
(c) The Agent acknowledges and agrees that the Funds may require a period of at least thirty (30) days receipt of a Modification affecting the performance of the Funds described in this Section 4.1 for the purpose of conducting testing related to such Modification. Additionally, the Agent shall notify the Funds of any Modifications affecting the performance of the Funds to be implemented pursuant to Section 4.1(b) not less than five (5) Business Days prior to the implementation of such Modifications and will concurrently provide to the Funds updated Documentation to the extent available.
6
4.2. SUBCONTRACTORS.
4.2.1. ENGAGEMENT OF SUBCONTRACTORS. The Agent shall not engage any Subcontractor (other than an Affiliate properly authorized to provide such Services) to perform all or any part of the Services on the Agents behalf and in the Agents stead without the Funds prior written consent. In the event that the Funds consent to the Agents engagement of a Subcontractor to perform any portion of the Services and the Agent so engages the Subcontractor, the Agent 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 the Agents obligations and warranties with respect to the Services, the Agent Facilities and Agent Premises as to work conducted by the Subcontractor. The Agent shall guarantee, and be fully liable for, all actions of the Subcontractors under any such agreements. All entities that perform such services on an industry-wide basis, such as, by way of example, the NSCC and those referred to in Section 13.5 of this Agreement, are not deemed to be, and are not Subcontractors under this Section 4.2.1, and the Agent shall have no liability for their actions or omissions to act. Further, this Section 4.2.1 is not intended to, and does not, apply (i) to the situation whereby the Agent, in order to provide a service specifically requested by a Fund which the applicable Agent System does not support, such as by way of example and not limitation, escheatment (Trans Union) and third party administration services (Sungard Corbel, Inc.), contracts with a third party vendor to use such third party vendors system or (ii) where the Funds employ an Affiliate of the Agent to provide to the Funds services that are not included within the definition of Services in this Agreement. In the event of (i) above, the Agent makes no representations, warranties or covenants concerning the adequacy and sufficiency of the third party vendors system, except that the Agent shall enforce on behalf of the Funds whatever representations warranties or covenants it was able to negotiate from such third party vendor. In the event of (ii) above, the Agent makes no warranties, representations, covenants or guarantees concerning such affiliated entities performance. Notwithstanding anything to the contrary, the Agent may employ its Affiliates as subcontractors hereunder provided that the requirements of clauses (a) and (b) of the second sentence hereof are met and that the Agent guarantees and remains fully liable for all actions of such Affiliates.
4.2.2. FURTHER ASSURANCES. In the event that a Subcontractor fails to perform any part of the Services, the Agent shall promptly notify the Funds and shall use its commercially reasonable efforts to remedy the circumstances which resulted in such failure and institute corrective actions in response thereto, including, without limitation, securing a replacement for such Subcontractor, acceptable to the Funds.
7
5. SECURITY.
5.1. BRIEFINGS. Prior to the Execution Date, the Agent has provided, and not less than once during each year of the Term the Agent shall provide, to the Funds a copy of the SAS 70 Report prepared by the Agents public auditor. The Funds shall be entitled to a briefing with respect to any material deficiencies in such report to assure themselves that any corrective actions required in such report to be taken by the Agent have been properly implemented. The Agent shall promptly perform, and pursue until completed, any corrective action required in any such report or required under Applicable Law cited in any audit conducted under Applicable Law by any governmental authority or the Agents public auditor which the Agent has agreed to make. In addition, the Agent will permit the Funds and their authorized representatives, at the Funds sole expense, at reasonable times during normal business hours to make periodic inspections of the Agents operations on behalf of, and directly related to the business of, the Funds.
5.2. CHANGES TO THE SECURITY PROCEDURES. The Agent shall give the Funds prior written notice of any changes to the Security Procedures that are articulated in the SAS 70.
5.3. INSPECTIONS AND AUDITS.
5.3.1. INSPECTIONS BY THE FUNDS. The Agent shall make available to the Funds, upon reasonable notice and at the sole expense of the Funds, during regular business hours the Agent Premises, Agent Facilities and all Records used or made in connection with the performance of its duties for the Funds under this Agreement, the calculation and verification of Fees or Expenses billed to the Funds, or as required by a governmental agency for reasonable inspection by the Funds, any Person retained by the Funds (subject to such Persons execution of the Agents standard confidentiality agreement and excluding any Person that is a competitor of the Agent) or any governmental agency that requires such inspection (including, without limitation, any SEC examiners with respect to the Agents anti-money laundering program).
5.3.2. RIGHT TO AUDIT AGENT SITES. Subject to compliance with Section 5.3.1, the Funds shall have the right to conduct audits, at their expense, of each of the Agent Sites used to provide Web Services to the Funds and any related Resources used to provide Web Services to the Funds once during each 12 month period, after providing reasonable prior notice to the Agent. Any such audit may include, without limitation, review of configurations, audit trails, and maintenance of systems and software associated with the Agent Sites and related Agent Facilities. All audits shall be coordinated through the Agents Internal Audit Office, and the Agent shall be entitled to observe all audit activity. The Funds agree that they will not perform any action during an audit that may interfere with the uptime, stability or smooth and efficient operation of the Agent Facilities. Subject to the foregoing, the Funds may perform any audit activity which is technically possible for a user of the public Internet or any Person conducting audits of the controls and security considerations relating to the Agent Sites and any related Resources. In particular, the Funds and their audit team shall be considered authorized users of the Agent Facility for such purposes and the Agent agrees it shall not make any claim under any computer crime or other applicable statutes for the mere fact of such audit activity in accordance with this Section 5.3.2, provided the Funds otherwise comply with relevant Laws and are responsible for any violations thereof.
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5.3.3. DEMAND FOR INSPECTION BY THIRD PARTY. In case of any request or demand for the inspection of the stock books of a Fund or any other Records in the possession of the Agent (excluding requests limited to individual shareholders regarding Records pertaining thereto, which requests will be governed by the Operating Procedures), the Agent shall (a) promptly notify the Fund, and (b) adhere to the Funds Instructions regarding (i) whether to permit or refuse the inspection and (ii) if the Fund authorizes the inspection, the manners and procedures that will govern the conduct of the inspection. Notwithstanding the immediately preceding sentence, the Agent reserves the right to exhibit the books or Records to any Person in case the Agent is advised in a written opinion from its legal counsel that the Agent may be held responsible for the failure to exhibit the stock books or other books or Records to such Person, provided the Agent delivers on a timely basis to the Funds notice of both any such request and any such opinion of the Agents legal counsel, and to provide Records concerning a specific Account, group of related Accounts or Transaction or related Transactions in accordance with the usual practice prior to the execution of this Agreement or the Instructions of the Funds in accordance with Applicable Law.
5.4. BACKUPS AND DISASTER RECOVERY.
5.4.1. MAINTENANCE OF A BUSINESS CONTINGENCY PLAN. The Agent has maintained since the Effective Date, and shall continue to maintain during the Term and shall perform the Services consistent with, a disaster recovery and business contingency plan to address the continuity of the Agents performance of the Services in the event of a contingency that renders any or all of the Agent Facilities unavailable for supporting the Agents performance of those Services which are to be operational under such plan (the Business Contingency Plan).
5.4.2. BACKUPS. As part of the Business Contingency Plan, the Agent shall cause such Records related to the Funds, all Accounts and the performance of the Services as the parties mutually agree upon to be duplicated and stored on electronic medias at a facility that is not physically located in the same Agent Premises at which such Records are ordinarily stored on a regular basis and in a form accessible in the event of such a need. The Agent shall cause the Business Contingency Plan to describe the back-up operations and activities to be performed in reasonable detail. The Agent shall not be entitled to any additional Fees in connection with any back-up or disaster recovery Services except as and to the extent provided in the Schedule of Fees.
5.4.3. COMPONENTS OF THE BUSINESS CONTINGENCY PLAN.
(a) The Agent has delivered to the Funds a copy of the executive summary of the current Business Contingency Plan. In the event of an emergency requiring activation of the Business Contingency Plan, Agent will use its commercially reasonable best efforts to fulfill its obligations under this Agreement through such Business Contingency Plan. Pursuant to the Business Contingency Plan, the Agent shall:
(b) Maintain an agreement with a third party disaster recovery provider (the Disaster Recovery Provider) or provide a DST-owned second data center whereby, if the former, the Agent shall have access on a shared use basis to a cold site or, if the latter, to a hot site (the Recovery Facility) maintained by the Disaster Recovery Provider or
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DST in the event of a disaster rendering the Agent Facilities unavailable. The Business Contingency Plan shall specify the processes pursuant to which the Services specified in the Business Contingency Plan will be transitioned to the Recovery Facility.
(c) DST is currently reviewing options toward a long term solution regarding the continuity of service provided. Until permanent solutions are in place, DST will maintain backup generator functionality for the call center facility location. This approach will allow for a minimal interruption in service in the event that power to the facility fails. DST intends to implement a long term solution to facility continuity in phases by the end of the calendar year 2005.
(d) Establish periodic testing requirements, which shall be provided upon request to the Funds, for testing the efficacy and adequacy of the Recovery Facility, the Crisis Management Center, the related services of the Disaster Recovery Provider in the event of a disaster and of all Records maintained in back-up facilities to assure their continued integrity and quality. On an annual basis, the Agent shall conduct tests pursuant to such testing procedures, and shall invite the Funds at least once per year to participate in such testing activities, in a manner which is consistent with previous testing activities (including, without limitation, the involvement of the Funds). The Agent shall provide to the Funds a written report with regard to the results of each test relating to the systems used to provide Transfer Agent Services to the Funds and, in the event deficiencies or other performance issues are identified in the performance of such tests, such report shall specify the corrective actions to be taken by the Agent with respect thereto. Upon request, the Agent shall certify to the Funds, within a reasonable time after performance of such test, that all such corrective actions have been satisfactorily completed.
(e) Maintain a Crisis Management Center (Crisis Management Center) that is not physically located at the Agent Premises used to provide Transfer Agent Services to the Funds, as specified in the Business Contingency Plan, and is equipped to support the performance of those Services specified in the Business Contingency Plan in the event the Agent Facilities are rendered unavailable to support the Agents performance under this Agreement. In the event that any or all of the Agent Facilities are so rendered unavailable, the Agent shall use the Crisis Management Center to support its performance of its duties and obligations under this Agreement for those Services specified in the Business Contingency Plan.
(f) The Agent shall update the Business Contingency Plan, and all related Resources and Services, when required by Applicable Law and shall provide updated copies of the executive summary of such Business Contingency Plan promptly to the Funds, explaining the changes. To the extent such changes increase the Agents costs of implementation and maintaining the Business Contingency Plan, the Agent shall be entitled to charge the Funds therefor in accordance with Section 10.5 and the Service Specifications.
(g) 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, provided that the Agent shall comply with its obligations under this Section 5.4.3, including its obligations to maintain the DST-owned second data center, if any, in such manner that it is ready at all times for the performance of the
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Services specified in Section 3.1(a) through (q), to use commercially reasonable best efforts to fulfill its obligations under this Agreement through the Business Contingency Plan and to 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 the federal and state bank and the SEC examiners who periodically examine DSTs operations (the Government Examiners) in the report of examination issued by them.
5.5. THIRD PARTY CLAIMS. Each party shall promptly notify the other party upon receipt of any claim, notice, demand or other action threatening institution of legal proceedings or a claim for money damages by any Shareholder or other Persons (including governmental authorities) under the 1934 Act or other law relating to the performance of any of the Services for the Funds.
6. STANDARD OF CARE; GENERAL PERFORMANCE STANDARDS. The Agent shall exercise the following standard of care and adhere to the following performance standards with regard to its performance of the Services, in each case as specified below:
6.1. STANDARD OF CARE AS TO ALL SERVICES. The Agent shall at all times use reasonable care, due diligence and act in good faith in performing the Transfer Agent Services under this Agreement. The Agent shall provide its Transfer Agent Services as Transfer Agent 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 Law pertaining to the manner in which Transfer Agency Services are to be performed by the Agent (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with the Agent), reckless disregard of the performance of its duties, or negligence on its part, the Agent 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 Operating Procedures, the Agent shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Operating Procedures, or for any deviation therefrom approved by the Funds in advance in writing (email or facsimile permitted). Notwithstanding anything in this Agreement to the contrary, the Agents responsibility to perform or provide any Service enumerated in this Agreement does not commence until the Data, Communications, Inbound Communication, Instructions, Orders and Transactions, and any Records attached or contained in any of the foregoing, is received at the Agent Facilities in sufficient condition for use by the Agent.
6.2. SECURITY SERVICES. In performing the Services, the Agent shall properly comply at all times with, and perform all of, the Security Procedures.
6.3. INSTRUCTIONS. From time to time, at any time during the performance of the Transfer Agent Services, the Agent shall be entitled to request from the Funds Instructions, or with the prior approval of a Fund officer, consult with legal counsel for the Fund, or the Agents own legal counsel, both at the expense of the Fund, in order to provide guidance to the Agent in circumstances in which the Agent reasonably believes such Instructions are necessary to assure the proper performance of the Services. Upon the Agents request, the Funds shall promptly prepare and transmit such Instructions to the Agent. Subject to Section 6.7, the Agent may rely upon any Instructions received from the Funds and shall perform the Services in accordance with
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such Instructions and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Instructions or upon the opinion of such counsel or for losses or damages while awaiting response to the Agents request for Instructions.
6.4. THE AGENTS AND THE FUNDS KNOWLEDGE OF THE INVESTMENT COMPANY INDUSTRY. The Agent and the Funds shall use their reasonable efforts to remain current on the trends, needs and legal and business requirements of the investment company industry relating to shareholder and Transfer Agent services and to advise each other as to material changes in any of the foregoing.
6.5. SERVICE LEVEL STANDARDS. Service Level Standards means those standards, collectively presented as the Service Level Standards within the Service Specifications, setting forth measurable criteria by which the efficiency, reliability, accuracy and security of the Services can be evaluated. In approving the Service Specifications, and any future Modifications, the parties may assure that (a) Service Level Standards, which are mutually agreed upon by the Funds and the Agent with respect to particular Services, are specified and (b) for each such Service Level Standard, appropriate procedures may be described, as mutually agreed to, for measuring and testing, on a periodic basis consistent with, and no less frequently than, the Performance Reports, the performance of the Agent against the Service Level Standards.
6.6. GENERAL COVENANTS. The Agent covenants to each of the Funds, with respect to the Services and the Agent Facilities and Resources, that:
(a) The Agent employs sufficient staff and Subcontractors, with appropriate training and experience, to develop and maintain all of the Agent Facilities, and perform the Services, as contemplated by this Agreement;
(b) The Security Procedures are and shall continue at all times to be commercially reasonable for the performance of the Services under this Agreement; and
(c) The Services at all times shall be performed in accordance with Applicable Law, including, without limitation, Section 17A of the 1934 Act and the Rules and Regulations promulgated thereunder.
6.7. COMPLIANCE WITH OPERATING PROCEDURES.
6.7.1. OBLIGATIONS OF THE AGENT. The Agent shall perform the Services in compliance with the Operating Procedures applicable to such Services. Prior to, or concurrently with the execution of this Agreement, the Agent has delivered to the Funds copies of the current Operating Procedures; each of the Funds hereby acknowledges receipt and approval of such current Operating Procedures.
6.7.2. CHANGES TO OPERATING PROCEDURES. The Agent may make Modifications to the Operating Procedures without the further approval of the Funds or legal counsel for the Funds if such proposed Modifications are made in compliance with Section 4.1.
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6.7.3. ANTI-MONEY LAUNDERING. The Agent acknowledges that some of the Services that Agent performs under this Agreement have the effect of assisting, and are intended to assist, the Funds to fulfill the obligations of the Funds under the USA PATRIOT Act (the Act) and the regulations applicable to mutual funds adopted thereunder by the Department of Treasury and/or the Securities Exchange Commission. In connection therewith, the Agent has adopted, and will comply with, the AML Agent policies and procedures (including the Customer Identification Program) attached hereto as Exhibit B. The Agent will also provide the Funds with an annual certification substantially in the form attached hereto as Exhibit C, except as the representations in such certification require qualification as to specific instances. DST will make reasonable efforts to provide notice of any events that require qualification in advance of the issuance of such certification.
6.7.4. SEC COMPLIANCE RULE. The Agent acknowledges that the Funds have advised it that the Funds intend to use some of the Services that Agent performs under this Agreement to assist the Funds to fulfill the obligations of the Funds under Rule 38a-1 of the 1940 Act [Note: Agent already covenants that it will act in accordance with Section 6.6(c) of the Agreement and the revised definition of Applicable Law] The Agent agrees to provide reports and information as may be reasonably necessary for the Funds to fulfill their obligations under Rule 38a-1 in connection with the Services Agent performs under this Agreement.
6.8. ACTS OR OMISSIONS IN RELIANCE.
6.8.1. RELIANCE ON INSTRUCTIONS. The Agent may consider an Instruction received by the Agent to be effective as the Instruction of the Funds, and the Agent may rely on the Instruction, if (a) the Instructions have been transmitted by an individual reasonably believed by the Agent to be authorized by the Funds to submit Instructions and (b) (i) the Agent complies with the Security Procedures for receiving and processing Instructions and (ii) has not detected any error, omission or irregularity with such Instruction which, if detected, would justify non-reliance thereon by the Agent.
6.8.2. RELIANCE ON OTHER INBOUND COMMUNICATIONS. In performing the Transfer Agent Services, the Agent may rely upon the authenticity of any Inbound Communication in written, tangible form (including, without limitation, stock certificates which the Agent 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), provided (a) the Agent reasonably believes the Inbound Communication has been transmitted by an appropriate Authorized Person as to the Funds and (b) the Agent has complied with the Security Procedures with respect to such Inbound Communication, and such compliance has not detected any error, omission or irregularity with such Communication which, if detected, would justify non-reliance thereon by the Agent.
6.9. RIGHT TO VERIFY AUTHENTICITY AND AUTHORITY. The Agent reserves the right to refuse to transfer or redeem any Shares until the Agent is satisfied that any required endorsement or signature (whether in tangible or electronic form) on the certificate or any other record is valid and genuine, and for that purpose the Agent may require a guaranty of signature in accordance with the Signature Guaranty Procedures that are part of the Operating Procedures. The Agent
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shall not be obligated to transfer or redeem any Shares until the Agent is satisfied that the requested transfer or redemption is legally authorized, and the Agent will incur no liability for its refusal in good faith to make transfers or redemptions which, in the Agents reasonable judgment, may be improper or unauthorized. The Agent may, in effecting transfers or redemptions, rely upon the Operating Procedures, Simplification Acts, Investment Company Institute (and its insurance company affiliate) pronouncements, Uniform Commercial Code or other statutes which protect it and the Funds in not requiring complete fiduciary documentation, and shall not be liable or responsible for any Losses arising out of or resulting from such reliance. In cases in which the Agent is not directed or otherwise required to maintain the consolidated records or the Shareholder detail with respect to shareholders accounts, the Agent will not be liable for any loss which may arise by reason of not having such records or which might have been avoided if such records were available.
7. ASSUMPTION OF TRANSFER AGENT SERVICES BY THE FUNDS OR AGENTS DESIGNATED BY THE FUNDS. The Funds or their designated agents other than the Agent, in the Funds sole discretion, may assume responsibility for directly performing certain of the Services including, without limitation, answering and responding to telephone inquiries from Authorized Persons; accepting Orders from Authorized Persons, Intermediaries and Plan Sponsors (either or both oral and written) and transmitting Orders to the Agent based on such instructions; preparing and mailing confirmations; obtaining certified Taxpayer Identification Numbers (TINs); classifying the status of Shareholders and Accounts under applicable tax law; establishing Accounts and assigning social codes and TIN codes thereof; and disbursing monies of the Funds.
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8. LICENSES; INTELLECTUAL PROPERTY.
8.1. CONTENT. During the Term, the Funds grant to the Agent a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free license to reproduce, display, distribute, perform and publicly and digitally use the Content and the Fund Marks provided by the Funds (the Fund Content) exclusively in the operation of any Agent Site. Subject to the license granted in this Section 8.1, the Funds retain all rights, title and interest in the Fund Content and the Fund Marks. Except as expressly set forth in this Section 8.1, the Agent shall obtain the prior written approval of the Funds for any other uses of 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.
8.2. RIGHTS IN AND USE OF DATA AND RECORDS.
8.2.1. RIGHTS. As between the Funds and the Agent, the Funds 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 the Agent), all Personal Information, all Records pertaining to, or containing information about, Shareholders, the Fund Marks and the Funds Content, and the Agent owns all right, title and interest to, or has the right to use, all of the Agent Facilities used to perform the Services, including, without limitation, all Code (including any Code used for Web sites which are utilized in performing the Services other than any Code relating to the Fund Marks or Fund Content), Intellectual Property and Records pertaining to the Agents operations and operational results but not containing information about or pertaining to Shareholders. The Funds hereby grant the Agent a limited, non-exclusive, royalty-free, right and license to:
(a) Use the Funds Records and Data, but solely on the Agent Facilities, to perform the Services under this Agreement or as required by Applicable Law; and
(b) Use Aggregated Data solely for the purpose of producing reports on the use of the Services (and similar services performed for other full-service Clients of the Agent) and use Usage Data solely for the purpose of producing reports on the use and operation of the Web Services and Agent Sites, for, in each case, disclosure to the Agent, the Funds and other Clients; provided, however, that (i) any such reports are made available to the Funds and other Clients of the Agent 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) the Agent shall deliver to the Funds a copy of any such report at no additional cost unless all non-Agent-Affiliated (which shall not include the Janus Capital Group Funds) recipients of such reports are charged therefor. The Agent shall make available promptly to the Funds copies of the Funds Records and Data upon the Funds request. Without limiting the foregoing, in no event shall the Usage Data be used by the Agent in connection with revenue-based advertising activities that may be associated with any of the Agent Sites unless as part of a program in which the Funds also participate.
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8.2.2. RESTRICTIONS ON USE OF DATA. Except as provided in this Section 8.2, the Agent 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).
9. COVENANTS OF THE FUNDS.
9.1. REGISTRATION OF FUND SHARES. Each Fund shall take all actions required by law when and as necessary to register the Funds Shares for sale and, as between the Agent and the Fund, the Fund will be responsible for the proper registration of all persons selling such Shares in all states in which the Funds Shares will be offered for sale that require registration. If at any time a Fund receives notice of any stop order or other proceeding in any such state affecting the registration or the sale of the Funds Shares, or of any stop order or other proceeding under the federal or any state securities laws affecting the sale of the Funds Shares, the Fund shall promptly notify the Agent of the related stop order or proceeding. Upon receipt of any such notice, the Agent shall comply promptly with the requirements of any such stop order or other proceeding in its performance of the Services.
9.2. STOCK CERTIFICATES.
9.2.1. FURNISHING OF STOCK CERTIFICATES. Each Fund shall furnish the Agent with a reasonable and sufficient supply of blank stock certificates and from time to time, upon the request of the Agent, renew such supply. The Funds shall cause such certificates to be signed manually or by facsimile signatures of the officers of the Funds authorized by law and by the Bylaws of the Funds to sign stock certificates, and if required, to bear the corporate seal or facsimile thereof. The Funds shall furnish such stock certificates at its own expense.
9.2.2. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER. Each Fund shall deliver promptly to the Agent Instructions of any change in the officers authorized to sign stock certificates, written instructions or requests, together with two signature cards bearing the specimen signature of each newly authorized officer. In case any officer of any Fund who will have signed manually or whose facsimile signature will have been affixed to blank stock certificates dies, resigns, or is removed prior to the issuance of such certificates, the Agent may issue or register such stock certificates as the stock certificates of the Fund, notwithstanding such death, resignation, or removal, until specifically directed to the contrary by Instructions of the Fund. In the absence of such direction, the Funds will file promptly with the Agent any such approval, adoption, or ratification as may be required by law.
9.2.3. MAINTENANCE OF RECORDS AND CANCELLED CERTIFICATES. In the event that the Agent delivers to the Funds Records or cancelled stock certificates pursuant to Section 1.7(iv) of the Service Specifications, the Funds shall maintain such Records and stock certificates in accordance with Section 17Ad-7 of the 1934 Act.
10. COMPENSATION AND EXPENSES.
10.1. FEES. In consideration for the Agents proper performance of the Services, the Funds shall pay to the Agent the fees set forth in the Schedule of Fees included in the Service Specifications (Fees). The Schedule of Fees shall specify, among other things, each of the
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items identified in the Fee Proposal and shall also include functional definitions of the service level incentives associated with selected Service Level Standards the (Service Level Incentives), and the methods for calculating the amount(s) to be paid as additional Fees based on such incentives. The Agent shall waive all Fees (but not Expenses) incurred by any new fund or new series of a Fund for a period of six months from such Funds or series commencement of the sale of Shares.
10.2. EXPENSES.
10.2.1. ALLOCATION OF EXPENSES. Subject to Section 10.2.2, except as expressly agreed in writing among the parties, each party shall bear all of its own costs and expenses arising in connection with the performance of its obligations under this Agreement.
10.2.2. REIMBURSABLE EXPENSES. The Funds agree to reimburse the Agent for all reasonable out-of-pocket expenses or disbursements incurred by the Agent in connection with the performance of the Services and for the direct expenses set forth in the Service Specifications (Expenses) on a monthly basis. The Funds shall only be required to reimburse the Agent under this Section 10.2.2 if proper documentation is provided to the Funds pursuant to Section 10.2.3 below. For purposes of any reimbursement of any Expense pursuant to this Section 10.2.2, the Agent shall not eliminate any discount it received from a third party when it incurred such Expense, except to the extent the Agent, [with the prior consent of the Funds,] (a) incurs expenses or costs to meet or comply with requirements necessary to obtain such discount or (b) adds additional value to the services received from such third party.
10.2.3. DOCUMENTATION SUPPORTING REIMBURSEMENT OF EXPENSES. The Agent shall cause any invoice for Fees delivered pursuant to Section 10.4 to itemize any Expenses eligible to be reimbursed pursuant to this Section 10.2, in such detail as the Funds may reasonably require and to include such additional 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 the Agent fails to provide adequate detail or documentation (without incurring any obligation for overdue payments under Section 10.4) until such detail or documentation is provided. For purposes of this Section and Section 10.4, adequate detail or documentation shall mean such detail or documentation that an objective reasonable observer would agree reasonably supports the charges. Such Expenses shall be paid within ten (10) days of receipt of adequate detail or documentation by the Funds (the Due Date as to previously disputed Expenses).
10.3. TAXES. The Funds shall be responsible for the payment of all taxes, including any sales or use taxes, due and payable in connection with the Agents performance under this Agreement, except for any tax based on the Agents net income.
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10.4. PAYMENT TERMS.
10.4.1. PERFORMANCE REPORTS. The parties acknowledge that substantial portions of the Fees are structured as transaction-based fees or incentive-based fees. Prior to or concurrent with delivering invoices to the Funds for Fees, in addition to the Reports, the Agent shall provide quarterly service level performance reports (Performance Reports) that report all performance activity necessary, and in sufficient detail, to verify the amount and appropriateness of the Fees charged by the Agent in its invoices. All Performance Reports are subject to verification through inspection by the Funds pursuant to Section 5.3.1.
10.4.2. INVOICES. The Agent 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, the Agent shall meet with the Funds and review any reasonable questions or concerns regarding any invoice. The Funds shall promptly notify the Agent (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 the Agent 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 the Agent 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 shall be subject to the dispute resolution procedures set forth in Section 21.15 of this Agreement.
10.4.3. TIMELY PAYMENTS. Except to the extent of any disputes pending pursuant to Section 10.4.2, the Funds shall pay to the Agent all Fees, and reimburse all Expenses, properly due and payable within thirty (30) days from the date the Funds receive an invoice from the Agent, 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 the Agent by the Due Date, the Funds shall pay to the Agent 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 the Agent. 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 the Agent from exercising any other rights and remedies available to it arising out of such late payment.
10.4.4. NO SUSPENSION OF SERVICES. The existence of any overdue payment obligation with respect to Expenses shall not constitute a basis on which the Agent may suspend, alter or otherwise disrupt the Agents 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 the Agent unless such payment obligation remains overdue for thirty (30) days after the Funds have received written notice from the Agent that such payment obligation is overdue; provided, however, that if the Funds are disputing, in good faith, any payment obligation, such overdue payment obligation shall not constitute grounds for
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suspension of performance or termination of this Agreement but rather shall be subject to the provisions of Section 10.4.2 and the dispute resolution provisions of Section 21.15 of this Agreement. In the event that Expenses not being disputed in good faith remain unpaid in excess of ninety (90) days, the Agent may require the Funds to pay all further Expenses in advance.
10.5. CHANGES IN FEES AND EXPENSES. It is the intent of the Agent and the Funds that the Schedule of Fees and Expenses (attached as part of the Services Specifications) remain the same during the Term and not be amended, except by an Amendment or as provided in Sections 3.4 or 4.1(a) or hereinafter in this Section 10.5. Notwithstanding the foregoing, the Agent may increase the fees and charges set forth on the Schedule of Fees and Expenses upon at least ninety (90) days prior written notice, if (a) changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder and (b) any such increase is shared equally by at least seventy-five percent (75%) of the Agents affected Clients. If the Agent notifies the Funds of an increase in fees or charges pursuant to the immediately preceding sentence, the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse the Agent for the Funds aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operation.
10.5.1. IMPROVED EFFICIENCIES. The Funds and the Agent shall meet periodically to consider whether Modifications paid for by the Funds or other changes in the nature of the delivery of the Services by the Agent has lowered the Agents operating costs. Where the parties agree that the foregoing has occurred, they will commence negotiations in good faith to consider the establishment of reductions in the related Fees associated with the Services affected by those Modifications or changes in the delivery of the Services.
10.5.2. MOST FAVORED CUSTOMER. The Agent and the Funds intend that the Fees payable under this Agreement shall represent the most favorable arrangement provided by the Agent to any Client similarly situated. Accordingly, in the event that (a) the Agent charges any actual Client that is, in the aggregate with respect to mutual funds with an affiliated manager or managers or a client base with respect to mutual fund transfer agents, of similar size, with a similar revenue structure, similar revenue amounts, similar volume and business mix of Transactions and similar distribution channels as that of the Funds, fees for the performance of Transfer Agent services comparable to the Services and (b) the fees offered are, in the aggregate, in amounts less than the Fees payable under this Agreement for the same services, the Agent shall so notify the Funds promptly and immediately prepare and deliver to the Funds a suitable Service Order reflecting any adjustments to the Schedule of Fees required in order for the Funds to receive the same (or lower) fees so offered by the Agent. The foregoing Most Favored Customer treatment shall not apply to Fees which have been agreed upon with a Client as part of a larger transaction in which the Agent is selling to or purchasing assets from the Client or otherwise acquiring from the Client something additional of substantial value.
10.6. ORIGINAL ISSUE TAXES AND MAILINGS. The Agent reserves the right, (a) before making any original issue of stock certificates for the Funds, to require the Funds to furnish to the Agent sufficient monies to pay all required taxes on the original issue of stock, if any, and (b) to require the Funds to pay postage in advance of mailings that are addressed to more than twenty percent (20%) of the Funds non-matrix level 3 shareholders. Upon such request, the
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Funds shall promptly provide such Funds and furnish the Agent with such evidence as may be required by the Agent to show the actual value of the related stock. If no taxes are payable, the Funds shall furnish the Agent with an opinion of outside legal counsel to that effect.
11. REPRESENTATIONS AND WARRANTIES OF THE AGENT. The Agent represents and warrants to each of the Funds that:
(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 Applicable Laws and the laws of its state of organization, and by its Articles of Incorporation and Bylaws, to enter into this Agreement 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 Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The Agent will promptly notify the Funds in writing in the event of any material change in the Agents status as a registered transfer agent. Should the Agent 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 the Agent, immediately terminate this Agreement;
(e) It has taken all requisite corporate action to authorize the Agent to enter into and perform this Agreement;
(f) The Agent has, and will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations;
(g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, use by the Agent of such software and Intellectual Property does not infringe or otherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the
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circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agents breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agents obligations thereunder are contingent upon the Funds use of the Agents Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and
(h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DSTs testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies.
THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.
12. REPRESENTATIONS AND WARRANTIES OF THE FUNDS. Each of the Funds represents and warrants to the Agent that:
(a) It is a corporation or business trust duly organized and existing and in good standing under the laws of its respective State of organization;
(b) It is an open-end management investment company registered under 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 Funds Shares for sale in all applicable states and such registrations will be effective at all times
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Shares are offered for sale in such state and all sales of Shares shall be made in compliance with all applicable federal and state requirements; and
(e) It is empowered under Applicable Laws and the laws of its state of organization, and by its Articles of Incorporation or Declaration of Trust, as applicable, and Bylaws, to enter into and perform this Agreement.
13. LIMITATIONS ON LIABILITY.
13.1. FUNDS AND FUND SERIES AS SEPARATE PARTIES. 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 Funds or series for any reason or establishing any liability of any Fund or series for the obligations of the other Funds or Series.
13.2. FUNDS AS SEPARATE ENTITIES. Notice is hereby given to the Agent that a copy of each Funds Articles of Incorporation or Certificate of Trust, as applicable, 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 Persons 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.
13.3. LIMITS ON LIABILITY. The cumulative aggregate liability of the Agent to any Fund or Series, or all the Funds and Series in the aggregate, on the one hand, and all the Funds and all the Series to the Agent, 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 hereunder by all the Funds and all the Series to the Agent as Fees, but not including Expenses, during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to any liability of the Agent or the Funds with respect to, arising from or arising in connection with the intentional breach by the Agent or the Funds, as the case may be, of the requirements set forth in Section 15 hereof, committed (1) with the actual knowledge that the action or omission at issue is a breach of the Partys obligations under this Agreement or (2) for the purpose of harming the other party or its customers or shareholders, or any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, and (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
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or any other obligations of such of such Fund or Series incurred by the Agent on behalf of such Fund or Series in the course of providing Services to such Fund or Series. In addition, the foregoing cap on damage amounts shall not apply to any liability of the Funds to indemnify the Agent as set forth in Section 14.2 for Losses for which the Agent is held liable or for which the Agent must pay to a third party, including but not limited to a shareholder of any Fund.
13.4. AS OF TRANSACTIONS. Without limiting anything else in this Agreement, gains and Losses resulting from Adjustments shall be treated in accordance with, and governed by, the As of Trade Policy of the Funds attached as Addendum 2 hereto (as amended from time to time by mutual agreement of the Agent and the Funds) which is incorporated into this Agreement, and the Agent shall be liable for any such Losses to the extent provided for in the As of Trade Policy.
13.5. ACTIONS OF UNAFFILIATED THIRD PERSONS. Nothing in this Agreement shall impose any duty upon the Agent in connection with, or make the Agent liable for, the actions or omissions to act on behalf of third Persons unaffiliated with the Agent who provide services to the mutual fund and financial services industry generally, such as, by way of example and not limitation: Federal Express Corporation, the Funds distributor, custodian bank and other agents of the Funds, the U.S. mails and telecommunication companies engaged to provide communication circuits in support of the Agents performance of the Services, provided the Agent shall have exercised due care in selecting the same.
13.6. CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO EITHER PARTYS INTENTIONAL ACTS OR OMISSIONS IN VIOLATION OF SECTION 15 OF THIS AGREEMENT, COMMITTED (1) WITH THE ACTUAL KNOWLEDGE THAT THE ACTION OR OMISSION AT ISSUE IS A BREACH OF THE PARTYS OBLIGATIONS UNDER THIS AGREEMENT OR (2) FOR THE PURPOSE OF HARMING THE OTHER PARTY OR ITS CUSTOMERS OR SHAREHOLDERS, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY LOSSES RELATING TO LOSS OF PROFITS OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. INDEMNIFICATION AND INSURANCE COVERAGE.
14.1. INDEMNITY OBLIGATIONS OF THE AGENT. Subject to the limitations set forth in Section 13.3 and except where the Agent is entitled to indemnification under Section 14.2 hereof and with respect to as of transactions as set forth in Section 13.4, the Agent 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, 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) the Agents refusal or failure to comply with the terms of this Agreement, (b) the Agents negligence, recklessness or willful misconduct, (c) the breach of any representation or warranty of the Agent hereunder or (d) subject to the provisions of Section 11(g) of this Agreement, any third party claim brought against the Funds that any of the Services or any software or other Intellectual Property used by the Agent at its facilities to provide the Services, the Agent Facilities or the Agents or Funds use thereof, infringes or otherwise
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violates the Intellectual Property rights of any other Person. In the event of any conflict between the terms of this Section 14.1 and those of Sections 18 and 19 of this Agreement, those of Sections 18 and 19, as they concern the FAN Web Services and the FAN Mail Services, shall control.
Notwithstanding anything in the foregoing to the contrary, the Agent shall have no liability or obligation to indemnify under Section 14.1(d) for any claim which is based on (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware. In the event any Service (or one or more functions thereof) is not useable by the Funds as a result of an infringement claim, then the Agent shall be entitled to discharge its indemnification obligations by application of the remedies set forth in Section 11(g).
14.2. INDEMNITY OBLIGATIONS OF THE FUNDS. The Funds shall indemnify and hold the Agent, together with its directors, officers, employees, representatives, partners and agents, harmless from and against, any and all Losses which may be asserted against the Agent or for which the Agent may be held to be liable, arising out of or attributable to:
(a) All actions of the Agent required to be taken by the Agent pursuant to this Agreement, provided that the Agent has acted in good faith and with due diligence and reasonable care;
(b) The Funds refusal or failure to comply with the terms of this Agreement, the Funds negligence or willful misconduct, or the breach of any representation or warranty of the Funds hereunder, or any time lapse between the issuance of notification of any stop order to the Funds and the Funds notification thereof to the Agent as set forth in Section 9.1;
(c) Actions, or omissions to act, by a Fund or agents designated by the Fund with respect to duties assumed by the Fund pursuant to Section 7;
(d) The good faith reliance by the Agent on, or the carrying out of (i) Instructions, or (ii) any Data or Records included in Communications (including without limitation Inbound Communications) received from, or which have been prepared and/or maintained by an Authorized Person of the Fund; provided, in any such event, the Agent has complied with the related Security Procedures in all respects with regard to such Instructions, Orders, Data, Records or Communications;
(e) Defaults by Intermediaries or Shareholders with respect to payments for Orders previously entered in the Agents Facilities;
(f) The Agents performance of Exception Services except where the Agent acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence;
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(g) The Funds errors and mistakes in the use of the Agent Facilities and related equipment used to access the Agent Facilities, and control procedures relating thereto in the verification of output and in the remote input of Data; and
(h) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of the Agent arising out of or resulting from such errors, inaccuracies and omissions in, the Funds records, shareholder and other records, delivered to DST hereunder by the Funds or its prior agent(s).
14.3. INDEMNIFICATION PROCEDURE. In any case where a party entitled to indemnification hereunder (an Indemnified Party) shall seek indemnification under this Agreement for a third party claim, suit or proceeding (Third Party Claim), such indemnification shall be conditioned on such Indemnified Partys compliance with the following procedures:
14.3.1. Promptly after receipt by an Indemnified Party of notice of the commencement of a Third Party Claim for which the Indemnified Party may seek indemnification under this Agreement, the Indemnified Party shall notify the party obligated hereunder to provide indemnification (the Indemnifying Party) in writing of the commencement of the action specifying the amount and nature of the Third Party Claim (Claim Notice). Provided that such Claim Notice is given (unless the failure to provide such Claim Notice does not prejudice the interests of the Indemnifying Party), and the Indemnifying Party has not contested in writing the Indemnified Partys right to indemnification as set forth below, the Indemnifying Party, at its own expense and using counsel of its own choosing, shall promptly defend, contest and otherwise protect against the Third Party Claim. If within a reasonable time period following the receipt of a Claim Notice, the Indemnifying Party contests in writing the Indemnified Partys right to indemnification with respect to the Third Party Claim described in the Claim Notice, the Indemnified Party shall defend against and contest such Third Party Claim.
14.3.2. If the Indemnifying Party is defending against the Third Party Claim, the Indemnified Party may, but will not be obligated to, participate in the defense of any such Third Party Claim, at its own expense and using counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense thereof unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Partys defense and shall be entitled to recover from the Indemnifying Party the reasonable costs of providing such assistance. The Indemnifying Party shall inform the Indemnified Party on a regular basis of the status of such claim, suit or proceeding and the Indemnifying Partys defense thereof.
14.3.3. In any Third Party Claim the defense of which is controlled by the Indemnifying Party, the Indemnifying Party shall not, without the Indemnified Partys prior written consent, compromise or settle such claim, suit or proceeding if:
(a) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or
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(b) such compromise or settlement does not include the third partys release of the Indemnified Party from all liability relating to such claim, suit or proceeding for which the Indemnified Party is entitled to be indemnified.
14.3.4. If the Indemnifying Party fails to timely defend, contest or otherwise protect against any such claim, suit or proceeding, and fails to contest in writing the Indemnified Partys right to indemnification, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make, with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable fees and disbursements of counsel and all amounts paid as a result of such claim, suit or proceeding and the compromise or settlement thereof.
14.3.5. Except as set forth in Section 14.3.4 above, the 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 Third Party Claim in respect of which indemnification or contribution may be sought under this Agreement. In such case, failure of an Indemnified Party to adhere to this Section 14.3.5 shall constitute a waiver by that Indemnified Party of its rights to indemnification with respect to the Third Party Claim.
14.3.6. The obligation to indemnify a partys directors, officers, employees, representatives, partners and agents in accordance with Section 14.1 and 14.2, as applicable, may be enforced exclusively by that party, and nothing herein shall be construed to grant such officers, directors, employees, representatives, partners and agents any individual rights, remedies, obligations or liabilities with respect 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 and agents.
14.4. INSURANCE COVERAGE.
14.4.1. MAINTENANCE OF INSURANCE. During the Term 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 the Service Specifications (the Insurance Policies). The party obtaining such insurance coverage shall pay all premiums that become due and payable under the Insurance Policies 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. Each party shall be entitled to substitute different carriers for the Insurance Policies at its convenience, provided such substitution is reviewed with the other party in advance and the proposed substitution shall not cause any reduction, alteration or other change in the scope or amount of coverage provided.
15. CONFIDENTIALITY.
15.1. CONFIDENTIAL INFORMATION. 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
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Party) to the other party (the Receiving Party) in written, electronic, oral or other form, whether tangible or intangible including, without limitation, the terms of this Agreement.
15.1.1. ADDITIONAL PROVISIONS RELATING TO THE FUNDS. 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 information related to the operations, activities, Resources or trade secrets of any Person within the Fund Group or their business affairs provided by the Funds to the Agent, but not including the format in which any Record is maintained on any Agent System.
15.1.2. ADDITIONAL PROVISIONS RELATING TO THE AGENT. In the case of the Agent as the Disclosing Party, Confidential Information includes, without limitation, all of the Agents financial statements and other financial records provided to the Funds by the Agent, all accountants reports relating to the Agent, and all manuals, systems and other technical information and data (other than Data, Records or Confidential Information of the Funds) relating to the Agents operations, the Agent Facilities and the Resources of the Agent and other programs provided by the Agent to the Funds (including, without limitation, all Code, the Agents Intellectual Property, the Operating Procedures and all Documentation).
15.2. EXCEPTIONS TO CONFIDENTIAL INFORMATION. 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 representatives, without use of the Confidential Information of the Disclosing Party as evidenced by contemporaneous documentation in the Receiving Partys possession; or (e) legally required to be disclosed by the Receiving Party. As to any disclosures which 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.
15.3. OBLIGATION OF CONFIDENTIALITY. During the Term and indefinitely thereafter, the Receiving Party shall undertake all necessary and appropriate steps to ensure that the confidentiality of the Disclosing Partys Confidential Information is maintained and that such Confidential Information is protected from unauthorized disclosure, including the continued use of appropriate Security Procedures otherwise required by this Agreement. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party, 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 Partys Confidential Information that it exercises to maintain the confidentiality of its own confidential and proprietary information of like importance. The Receiving Party shall use the Disclosing Partys Confidential Information
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only and exclusively in connection with its performance under this Agreement and shall not otherwise use any such Confidential Information.
15.4. EQUITABLE RELIEF. 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 21.15 (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.
15.5. PRIVACY CONSIDERATIONS.
15.5.1. (a) In the course of performing Web Services at the Agent Sites, the Agent shall use all Data, including Personal Information, only in accordance with Section 8 (Rights in and Use of Data and Records) and Section 15 (Confidentiality), and shall not use or disclose any Data or Personal Information except to perform the Web Services or as otherwise permitted by this Agreement or required by Applicable Law. In the event the Agent receives any complaint, claim or notice of any investigation relating to the manner in which Personal Information has been collected, stored or processed by the Agent in performing the Services, the Agent shall promptly so notify the Funds and shall cooperate with the Funds in responding to and resolving such claims or proceedings. (b) The Funds and the Agent are mutually committed to developing, operating and performing the Services in compliance with, and the Agent shall develop, operate and perform the Services in compliance with, any Applicable Law relating to protecting the privacy of Personal Information that may be included in any Data or Records including, without limitation, Regulation S-P promulgated by the Securities and Exchange Commission, as such law applies to the Agents performance of the Services.
15.5.2. The parties agree to discuss the implementation of Modifications necessary to adapt the Services and the Agent Facilities to comply with any future Applicable Law relating to protecting the privacy of Personal Information that is collected or processed by them.
15.5.3. In furtherance of the commitments set forth in Section 15.5.1, the Agent shall maintain Security Procedures for access to the Resources as specified in the Service Specifications.
15.5.4. The obligations of the parties under Section 15.5 shall survive any expiration or termination of this Agreement and shall continue for the period of time required by Applicable Law (but in no event less than ten (10) years.
15.5.5. The Agent may impose additional Fees or charges with respect to any additional obligations required of Agent under this Section 15 to the extent permitted under Section 10.5.
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16. TERM AND TERMINATION.
16.1. TERM. This Agreement shall be in effect for an initial period (the Term) commencing on the Effective Date and ending on December 31, 2004, and thereafter, except as the parties may otherwise agree in writing in any new fee agreement, may be terminated by either party as of March 30th of any subsequent year upon receipt of one (1) years written notice from the other party.
16.2. TERMINATION FOR CAUSE. The Funds and the Agent, 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 16.2 for which the Funds may terminate this Agreement, the termination shall be effective thirty (30) days after the expiration of the 90-day period, upon notice by the Funds, provided, however, that the effective date of any termination under this Section 16.1 shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end.
16.3. ADDITIONAL TERMINATION RIGHTS. In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:
(a) the other party (including, with respect to the Funds, Lord, Abbett & Co. LLC) 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;
(b) the other party (including, with respect to the Funds, Lord, Abbett & Co., LLC, not including, in the case of Lord, Abbett & Co. LLC any reconstitution of the company as a result of the addition or departure of one or more of the members or change in the ownership portions of given members where, in each case, the identity of a substantial majority of the members remains the same) 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 Section 16.3(b), a controlling interest shall be deemed to be more than fifty percent of the equity interest in a Person; or
(c) the other party (including, with respect to the Funds, Lord, Abbett & Co. LLC) is the subject of any administrative or court order issued with regard to the material violation, or alleged material violation of, the 1933 Act, the 1934 Act, the 1940 Act or other Applicable Law relating to its business.
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16.4. ADDITIONAL TERMINATION EVENT. In addition to the remaining provisions of this Section 16, upon any liquidation or other dissolution of any Fund, series of a Fund or Lord, Abbett & Co. LLC (not including, in the case of Lord, Abbett & Co. LLC any reconstitution of the company as a result of the addition or departure of one or more of the members or change in the ownership portions of given members where, in each case, the identity and aggregate ownership interests of a substantial majority of the members remains the same) or upon any Fund ceasing to be a registered investment company under the 1940 Act or Lord, Abbett & Co. LLC ceasing to be a registered investment adviser under the 1940 Act, this Agreement shall in the sole discretion of DST immediately expire with respect to such Fund or series of a Fund, or all Funds and series if Lord, Abbett & Co. LLC is involved, upon delivery of written notice to the Fund or Funds.
16.5. OBLIGATIONS OF THE AGENT UPON TERMINATION.
16.5.1. In the event of the expiration, or any termination of this Agreement as to any or all Funds:
(a) Subject to Section 16.5.1(c), the Agent shall reasonably promptly following the Agents receipt of Instructions and receipt of payment of all outstanding amounts not being disputed in good faith by the Funds due to the Agent 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, the Agent shall not retain a copy of any Data and Records in its possession (except as required by Applicable Law); and
(b) The Agent shall provide (subject to the recompense of the Agent for such assistance at the Agents 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 the Agent to the successor transfer agent(s).
(c) 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 due to the Agent from the Funds under this Agreement, the Funds shall promptly deposit an amount equal to 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 D, pending resolution of such disputed amounts pursuant to binding arbitration as set forth in Section 20.15 of this Agreement.
For purposes of this Section 16.5, the term 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 the Agents then current system or (iii) requiring the Agent to disclose any Confidential Information of the Agent (other than with respect to the format in which any Record is maintained on any Agent System solely to the extent necessary to effect the deconversion and transition of Services from the Agent to the successor transfer agent as provided for under this Section 16.5 and subject to such successor executing a confidentiality and non-disclosure agreement substantially in the form of Exhibit E).
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16.5.2. Notwithstanding the foregoing, in the event the Funds terminate this Agreement due to the breach of the Agent as provided in Section 16.2, the Agent hereby waives, and the Funds shall not be liable for, any Expenses or other amounts which the Agent may otherwise charge or assess in connection with the deconversion and transfer of the operations of the Funds to any successor transfer agent(s).
16.6. SURVIVAL. The following provisions of this Agreement shall survive any termination or expiration of this Agreement: Sections 15.5, 10.4.3, 11, 12, 13, 14, 15, 16.5 and 17, inclusive.
17. NON-SOLICITATION. 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 the Agent nor the Funds 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 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 other than an advertisement in the local media in the area in which the principal office of the other party is located.
18. FAN WEB SERVICES.
18.1. DEFINITIONS. The following definitions shall apply to this Section 18. Additional terms may be defined in this Agreement, the Addendum, and the Service Specifications which describe the Financial Access Network(TM) Services to be provided by the Agent for the Funds.
(a) DST FAN Web Site shall mean the collection of electronic documents or pages residing on Agents computer system, linked to the Internet and accessible by hypertext link through the World Wide Web, where the Transaction data fields and related screens provided by the Agent may be viewed by Users who access such site.
(b) FAN(R) shall mean the DST Financial Access Network, an Agent computer and software system which provides an interface between the Internet and public data network service providers and the transfer agency systems of Funds for the purposes of communicating Fund data and information and Transaction requests.
(c) FAN Options shall mean the series of edits and instructions provided by the Funds to the Agent in writing and which reside on an Agent computer, through which the Funds specifies instructions for Transactions which may be requested through the use of various FAN Services, e.g., minimum and maximum purchase, redemption and exchange amounts.
(d) FAN Security Procedures shall mean the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via FAN Services.
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(e) FAN Services shall mean the services provided by the Agent utilizing FAN(R), the DST FAN Web Site, the Internet, and other systems provided by the Agent and telecommunications carriers, whereby Transactions may be requested in each Fund by Users accessing the Agent FAN Web Site via the Internet.
(f) Transactions shall mean account inquiries, purchases, redemptions, exchanges and other transactions offered through FAN Services.
(g) User(s) shall mean record owners or authorized agents of record owners of shares of a Fund, including brokers, investment advisors and other financial intermediaries, who use the FAN Services.
18.2. USE OF FAN SERVICES BY THE FUNDS.
(a) SELECTION OF FAN SERVICES. The Agent will perform, and the Funds have selected, the FAN Services described in the Service Specifications on the Schedules thereon whose numbers begin with the number **18 and which are attached to this Agreement. New Services Schedules describing additional FAN Services may be added to this Agreement from time to time by mutual written agreement of the Agent and the Funds, and such additional FAN Services shall be subject to the terms of this Agreement.
(b) AGENT RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, the Agent shall, at its expense (unless otherwise provided for herein) perform the FAN Services as described in each FAN Service Schedule to the Service Specifications, including provision of all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate FAN and the DST FAN Web Site.
(c) FUNDS RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, each Fund shall at its expense (unless otherwise provided for herein) fulfill its obligations, if any, set forth in each FAN Service Schedule to the Service Specifications.
(d) CHANGE IN DESIGNATED FUNDS. Upon thirty (30) days prior notice to the Agent, the Funds may change the Funds designated to participate in FAN Services by delivering to the Agent, in writing, a revised list of participating Funds.
(e) SCOPE OF THE AGENT OBLIGATIONS UNDER THIS SECTION 18 WITH RESPECT TO THE PERFORMANCE OF FAN SERVICES. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Section 18, in the event of conflict or inconsistency between any terms and conditions set forth in this Agreement exclusive of this Section 18 and those in this Section 18, those in this Section 18 shall control and apply. The Agent shall at all times use reasonable commercial efforts in performing FAN Services under this Agreement. In the absence of breach of its duties under this Agreement, the Agent shall not be liable for any loss or damage suffered in connection with the use of FAN Services. With respect to those actions or services delineated in FAN Options and all other instructions given to the Agent by the Funds, the Agent shall be presumed to have fulfilled its obligations if it has acted in accordance with the FAN Options and other instructions provided by the Funds. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from FAN Security
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Procedures which the Agent has implemented or omitted, the Agent shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those FAN Security Procedures described in the FAN Security Procedures attachment to each Service Schedule in the Service Specifications describing the applicable FAN Service. The Agent may, upon reasonable prior written notice to the Funds, modify such FAN Security Procedures from time to time to the extent the Agent believes, in good faith, that such modifications will not diminish the security of FAN.
(f) FURTHER LIMITATIONS. All data and information transmissions via FAN Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that their Users are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Services. Each Fund is responsible for advising its Users of their responsibility for promptly notifying the Transfer Agent of any errors or inaccuracies relating to shareholder data or information transmitted via FAN Services. The Agent agrees to disclose, upon the Funds request, the language contained in this subsection (f) on the DST FAN Web Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (f) as it affects such Users use of FAN Services.
18.3. ADDITIONAL PROVISIONS CONCERNING PROPRIETARY RIGHTS OF THE AGENT WITH RESPECT TO FAN SERVICES. The Funds acknowledge and agree that they obtain no rights in or to any of the software, hardware, processes, interface formats or protocols, trade secrets, proprietary information or distribution and communication networks used by the Agent to provide FAN Services, other than the right to use the FAN Services as provided for in this Agreement, including the Service Specifications. If the Agent provides software to the Funds pursuant to this Section for the provision of FAN Services, it shall be used by the Funds only during the Term of this Agreement and only in accordance with the provisions of this Agreement to provide connectivity to and through the Agent, and shall not be used by the Funds to provide connectivity to or through any other system or Person. Any software, interfaces and interface formats and protocols developed by the Agent shall not be used by the Funds for any purposes other than utilizing FAN Services or to connect the Funds to any other transfer agency system or any other Person without the Agents prior written approval. The Funds shall not copy, decompile or reverse engineer any software provided to the Funds by the Agent. The Funds also agree not to take any action which would mask, delete or otherwise alter any of Agents on-screen disclaimers and copyright, trademark and service mark notifications provided by the Agent from time to time, or any point and click features relating to User acknowledgment and acceptance of such disclaimers and notifications.
18.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 18, THE FAN SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS SECTION AND THE SERVICE SPECIFICATIONS RELATING TO THIS SECTION ARE PROVIDED AS-IS, ON AN AS AVAILABLE BASIS, AND THE AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING FAN SERVICES PROVIDED BY THE AGENT UNDER THIS SECTION 18, INCLUDING ANY IMPLIED WARRANTY OF
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
18.5. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY OF THE FOREGOING TERMS OF THIS SECTION 18, IN NO EVENT SHALL THE AGENT BE LIABLE UNDER THIS AGREEMENT IN CONNECTION WITH THE AGENTS PROVISION OF FAN SERVICES IN TORT OR OTHERWISE FOR AN AMOUNT EXCEEDING THE AGGREGATE FEES, NOT INCLUDING REIMBURSEMENT OF EXPENSES, ACTUALLY RECEIVED BY THE AGENT IN CONNECTION WITH THE AGENTS PROVISION OF FAN SERVICES (FEES PAID UNDER THOSE PORTIONS OF THE SCHEDULE OF FEES REGARDING FEES FOR THE FINANCIAL ACCESS NETWORK, INCLUDING WEB SERVICES, VISION MUTUAL FUND GATEWAY, TRAC-2000 INTERNET SERVICES, AND TRAC-2000 BROKER/DEALER & PLAN SPONSOR INTERNET ACCESS SERVICES DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT, ACTION OR OMISSION GIVING RISE TO THE LOSS, INJURY OR DAMAGES COMPLAINED OF.
19. FAN MAIL SERVICES.
19.1. DEFINITIONS. The following definitions shall apply to this Section 19. Additional terms may be defined in this Agreement, the Addendum, and the Service Specifications which describe the FAN Mail Services to be provided by the Agent for the Funds.
(a) FAN Mail(R) shall mean the Agent-designed, developed and instituted system known as Financial Adviser Network Mail(TM) or FAN Mail, which enables the Agent to make data from the Agents Transfer Agent Facilities available through the Internet to authorized financial intermediaries.
(b) FAN Mail Security Procedures shall mean the procedures, which may include the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via FAN Mail Services.
(c) FAN Mail Services shall mean the services provided by the Agent utilizing FAN Mail, the Internet, and other software, equipment and systems provided by the Agent, telecommunications carriers, firewall providers and other third parties, as described in the Service Schedules which are attached to this Agreement from time to time.
(d) Recipient(s) shall mean the Persons described herein to whom data is made available utilizing FAN Mail Services, including specified authorized agents of record owners of shares of a mutual fund or of annuity or variable annuity contracts, including registered financial advisers, financial planners and other financial intermediaries.
19.2. USE OF FAN MAIL SERVICES BY THE FUNDS.
(a) Notwithstanding anything in the other portions of this Agreement to the contrary, except as otherwise provided in this Section 19, in the event of conflict or inconsistency
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between any terms and conditions set forth in the Agreement exclusive of this Section 19 and those in this Section 19, those in this Section 19 shall control and apply.
(b) SELECTION OF FAN MAIL SERVICES. The Agent will perform, and the Funds have selected, the FAN Mail Services described in the Service Specifications on the Schedules thereon whose numbers begin with *19 and which are attached to this Agreement. New Schedules describing additional FAN Mail Services may be added to this Agreement from time to time by mutual written agreement of the Agent and the Funds, and such additional FAN Mail Services shall be subject to the terms of this Agreement.
(c) AGENT RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, the Agent shall, at its expense (unless otherwise provided for herein or in a Service Schedule) provide all computers, telecommunications equipment and other equipment and software necessary to provide the FAN Mail Services.
(d) DELIVERY METHODS. The delivery method for FAN Mail Services shall be specified in the Service Specifications. The Agent may at any time change the method of delivery or develop an internal delivery system, upon reasonable prior written notice to the Funds.
(e) FUNDS RESPONSIBILITIES. The Funds shall at their expense (unless otherwise provided for herein) fulfill the Funds obligations, if any, set forth in the Service Specifications with respect to the FAN Mail Services.
(f) SCOPE OF THE AGENT OBLIGATIONS. The Agent shall at all times use reasonable care in performing FAN Mail Services under this Agreement. In the absence of willful misconduct, knowing violations of Applicable Law, reckless disregard of its duties under this Agreement, or negligence on its part in the performance of FAN Mail Services, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error made by it in the performance of the FAN Mail Services under this Agreement. With respect to all instructions given to the Agent by the Funds, the Agent shall be presumed to have exercised reasonable care if it has acted in accordance with the instructions provided by the Funds. With respect to any claims for Losses which may arise directly or indirectly from FAN Mail Security Procedures which the Agent has implemented or omitted, the Agent shall be presumed to have used reasonable care if it has followed, in all material respects, at least those FAN Mail Security Procedures described in the FAN Mail Security Procedures attachment to each Service Schedule to this Agreement. The Agent may, with the reasonable prior written notice to the Funds, modify such FAN Mail Security Procedures from time to time to the extent the Agent believes, in good faith, that such modifications will enhance the security of FAN Mail Services.
(g) FURTHER LIMITATIONS. All data and information transmissions via FAN Mail Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that the Recipients are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Mail Services. The Funds are responsible for advising the Recipients of their responsibility for promptly notifying the
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Agent or other appropriate transfer agent of any errors or inaccuracies relating to shareholder or contractholder data or other information transmitted via FAN Mail Services. The Agent agrees to disclose, upon the Funds requests, the language contained in this subsection (g) on the DST FAN Mail Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (g) as it affects such Users use of FAN Mail Services.
19.3. ADDITIONAL PROVISIONS REGARDING AGENTS PROPRIETARY RIGHTS. The Funds acknowledge and agree that they obtain no rights in or to any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information or distribution and communication networks of the Agent, other than the right to use the FAN Mail Services as provided for in this Agreement, including the Service Specifications. Any software provided to the Funds pursuant to this Agreement for use in connection with the provision of services under this Section 19 shall be used by the Funds only while this Section 19 is in effect and only in accordance with the provisions of this Agreement to provide connectivity to and through the Agent, and shall not be used by the Funds to provide connectivity to or through any other system or Person interfaces and software developed by the Agent shall not be used to connect the Funds to any transfer agency system or any other Person without the Agents prior written approval. The Funds shall not copy, decompile or reverse engineer any software provided to the Funds by the Agent. The Funds also agree not to take any action which would mask, delete or otherwise alter any Agent on-screen disclaimers and copyright, trademark and service mark notifications provided by the Agent from time to time, or any point and click features relating to Recipient acknowledgment and acceptance of such disclaimers and notifications.
19.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 19, THE FAN MAIL SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS SECTION 19 ARE PROVIDED AS-IS, ON AN AS AVAILABLE BASIS, AND THE AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE FAN MAIL SERVICES PROVIDED BY THE AGENT UNDER THIS SECTION 19, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
19.5. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGENT BE LIABLE UNDER THIS AGREEMENT IN TORT OR OTHERWISE FOR AN AMOUNT EXCEEDING THE AGGREGATE SUM OF TWELVE (12) MONTHS FEES, NOT INCLUDING REIMBURSEMENT OF EXPENSES, ACTUALLY RECEIVED BY THE AGENT IN PAYMENT FOR FAN MAIL SERVICES RENDERED UNDER THIS SECTION 19 (THE FEES ACTUALLY PAID UNDER THAT PORTION OF THE SCHEDULE OF FEES REGARDING THE FAN MAIL SERVICES IMMEDIATELY PRECEDING THE EVENT, ACTION OR OMISSION GIVING RISE TO THE LOSS, INJURY OR DAMAGES INCURRED BY THE FUNDS OR ANY RECIPIENT.
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19.6. INDEMNITY. The Funds hereby indemnify and hold the Agent harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys fees, arising in connection with the use of, or inability to use, the FAN Mail Services by any Recipient, except to the extent such liabilities result directly from the negligence or intentional misconduct of the Agent in the performance of FAN Mail Services.
20. MISCELLANEOUS.
20.1. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits, constitutes the entire agreement among the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter of this Agreement, whether oral or written, by and among the parties hereto. Upon the execution of this Agreement by the Agent and the Funds, the executed Fee Proposal of March 2001 described in the Recitals shall be deemed to be superseded by this Agreement as of the Execution Date. The Service Specifications, the Operating Procedures, Service Level Standards and all Service Orders are hereby incorporated by reference into, and shall be considered a part of, this Agreement.
20.2. SEVERABILITY. If any section, term or provision of this Agreement, or the application thereof, is determined by any court of competent jurisdiction to be illegal, in conflict with any law or otherwise invalid, the remaining portions of this Agreement shall be considered severable and shall 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 section, term or provision held to be illegal or invalid.
20.3. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be a single instrument.
20.4. BINDING EFFECT. All of the 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.
20.5. ASSIGNMENT. This Agreement may not be assigned by any of the Funds or the Agent without the prior written consent of the others.
20.6. GOVERNING LAW. 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.
20.7. INDEPENDENT CONTRACTORS. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between any of the Funds and the Agent. It is understood and agreed that all of the Services performed under this Agreement by the Agent shall be as an independent contractor and not as an employee of any Fund.
20.8. THIRD-PARTY BENEFICIARIES. This Agreement is between the Agent and the Funds and neither this Agreement nor the performance of the Services under it shall create any rights in any third parties.
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20.9. FURTHER ASSURANCES. 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.
20.10. FORCE MAJEURE. 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, 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. Notwithstanding the provisions of this Section 20.10, the Agent 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 the cause of such failure or delay 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 the Agent (1) provided reasonable maintenance of equipment and installed and maintained an Uninterrupted Power Supply or UPS facility unless such UPS facility fails, is insufficient or is damaged through no fault of the Agent or (2) made and implemented Modifications as contemplated in this Agreement.
20.11. WAIVER. No waiver by a party of a breach or a default under this Agreement, no failure or delay on the part of a party in enforcing any provision hereof or in exercising any right, power, remedy or privilege hereunder, and no course of dealing between the parties shall be construed as a waiver of any subsequent breach or default (whether of a similar or different nature), operate as a waiver or abandonment of any such right, power, remedy or privilege or preclude the exercise thereof. The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any other rights, powers, remedies or privileges which a party would otherwise have at law or in equity or otherwise.
20.12. HEADINGS. The captions in this Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
20.13. NOTICE. For the purposes of this Agreement, all notices, communications or Service Orders shall be deemed properly given if delivered to the receiving party by electronic methods acceptable to the parties, which methods shall be established in the Security Procedures. All Amendments and all notices described in Section 16 (Term and Termination) shall be in writing and shall be deemed effective: (a) when delivered personally, (b) when received by
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electronic and facsimile delivery, (c) one (1) business day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt, or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested. All notices shall be addressed as follows:
If to the Agent:
DST Systems, Inc.
1055 Broadway, 7th Floor
Kansas City, Missouri 64105
Attn: Group Vice President Full Service
Facsimile No.: 816-435-3455
Electronic Mail:
With a copy of non-operational notices to:
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105
Attn: Legal Department
Facsimile No.: 816-435-8630
Electronic Mail: jmoskowitz@dstsystems.com
If to the Funds:
Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: Chief Operations Officer
Facsimile No.: 201-395-3154
Electronic Mail: jbinstock@lordabbett.com
With a copy of non-operational notices to:
Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: General Counsel
Facsimile No.: 201-395-3267
Electronic Mail: philstad@lordabbett.com
Each party may by written notice to the other specify a different address for subsequent notice purposes.
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20.14. AMENDMENT. This Agreement may be amended, supplemented or modified only by an Amendment.
20.15. DISPUTE RESOLUTION. 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 20.15, 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.
(a) 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 20.15, in which event the provisions of this Section 20.15 shall control.
(b) 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.
(c) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 20.15, a substitute Arbitrator possessing the Basic Qualifications shall be appointed by the CPR. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with the provisions of this Section 20.15 and the CPR Rules.
(d) 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.
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(e) 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.
(f) At any oral hearing of evidence in connection with any arbitration conducted pursuant to this Section 20.15, 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.
(g) 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.
(h) 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.
(i) 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 20.6, The Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, except as modified hereby, shall govern the enforcement of this Section 20.15.
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(l) Notwithstanding the Dispute resolution procedures contained in this Section, 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.
20.15.1. ATTORNEYS FEES. 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.
20.15.2. WAIVER OF JURY TRIAL. 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.
20.15.3. LIMITATION. The parties agree that this arbitration provision applies solely and exclusively to arbitration between the Agent and the Funds, and the Agent 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 arbitration in which a Shareholder or any other Person other than the Funds or their Affiliates is a party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the Effective Date.
DST SYSTEMS, INC. |
ON BEHALF OF EACH OF THE LORD
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ATTACHED HERETO |
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By: |
/s/ Thomas J. Schmidt |
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By: |
/s/ Joan A. Binstock |
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Name: Thomas J. Schmidt |
Name: Joan A. Binstock |
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Title: Vice President of Mutual Fund
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Title: Vice President |
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Exhibits to the Agreement are not attached in this filing.
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December 30, 2004
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Municipal Income Trust (formerly known as Lord Abbett Tax-Free Income Trust (the Fund)), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a new series of a Fund is created in any existing business trust which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such series of a new Fund.
This letter is to notify DST Systems, Inc. that on November 19, 2004, the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the Series), the legal name of which is as follows: Lord Abbett High Yield Municipal Bond Fund. It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
It is currently anticipated that the registration statement for the Series will become effective on December 30, 2004. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below.
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Lord Abbett Municipal Income Trust |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Assistant Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted: |
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/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
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Jonathan Boehm |
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Enclosures |
April 13, 2005
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Series Fund, Inc., as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a new series of a Fund is created in any existing business trust which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such series of a new Fund.
This letter is to notify DST Systems, Inc. that on March 10, 2005, the Funds Board executed Articles Supplementary to the Articles of Incorporation establishing a new Series of the Fund (the Series), the legal name of which is as follows: Large-Cap Core Portfolio. It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
It is currently anticipated that the registration statement for the Large-Cap Core Portfolio will become effective on April 13, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below.
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Lord Abbett Series Fund, Inc. |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Assistant Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted: |
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/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
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Jonathan Boehm |
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Enclosures |
June 29, 2005
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Investment Trust (the Fund), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a new series of a Fund is created in any existing business trust which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such series of a new Fund.
This letter is to notify DST Systems, Inc. that on June 23, 2005, the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing two new Series of the Fund (the Series), the legal names of which are as follows: Lord Abbett Income Strategy Fund (Classes A, B, C, P, and Y) and Lord Abbett World Growth & Income Strategy Fund (Classes A, B, C, P, and Y). It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making each of the Series a series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
The registration statement for the Series will become effective on June 29, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below and returning a copy to me.
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Lord Abbett Investment Trust |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Assistant Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted: |
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/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
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Jonathan Boehm |
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Enclosures |
December 20, 2005
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Securities Trust (the Fund), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a new series of a Fund is created in any existing business trust which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such series of a new Fund.
This letter is to notify DST Systems, Inc. that on October 20, 2005, the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the Series), the legal name of which is as follows: Lord Abbett Value Opportunities Fund. It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
It is currently anticipated that the registration statement for the Series will become effective on December 20, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below.
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Lord Abbett Securities Trust |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted: |
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/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
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Jonathan Boehm |
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Enclosures |
June 29, 2006
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Investment Trust (the Fund), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a new series of a Fund is created in any existing business trust which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such series of a new Fund.
This letter is to notify DST Systems, Inc. that on June 22, 2006, the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the Series), the legal name of which is as follows: Lord Abbett Diversified Equity Strategy Fund. It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
It is currently anticipated that the registration statement for the Series will become effective on June 29, 2006. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below.
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Lord Abbett Investment Trust |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted: |
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/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
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Jonathan Boehm |
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Enclosures |
December 14, 2007
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, MO 64105
Attn: Group Vice President Full Service
Dear Sir or Madam:
Lord Abbett Investment Trust (the Fund), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the Agreement), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.
Section 20.14 provides that the Agreement may be amended, supplemented, or modified only by an amendment. Section 2.3 of the Agreement provides that, In the event that a ... new series of a Fund is created in any existing business trust...which is registered as an Investment Company under the 1940 Act on the Agents System as of the Execution Date, such ...series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 [(captioned Documentation)] and otherwise appropriate. The appointment of the Agent on behalf of any new series of a Fund shall become effective upon the Agents receipt of such counterpart executed by such ...new series of a Fund.
This letter is to notify DST Systems, Inc. that on September 11, 2007, the Funds Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund, the legal name of which is as follows: Lord Abbett Floating Rate Fund (the Series). It is the Funds desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.
Attached is a Secretarys Certificate and accompanying resolutions and documentation in accordance with the Agreement.
It is currently anticipated that the registration statement for the Series will become effective on December 14, 2007. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.s acceptance by signing below.
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Lord Abbett Investment Trust |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President and Secretary |
Lord, Abbett & Co. LLC
90 Hudson Street Jersey City NJ 07302-3973 T 800-201-6984 www.LordAbbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC
Accepted:
/s/ Jonathan Boehm |
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Group Vice President Full Service |
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DST Systems, Inc. |
Enclosures
AMENDMENT 11
to the
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a Fund or collectively, the Funds) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (Lord Abbett)
WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the Agreement);
WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement; and
WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;
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 Floating Rate Fund
2. The Agreement shall remain the same in all other respects.
3. The Amendment is effective as of the 14th day of December, 2007.
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.
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On behalf of
each of the Lord Abbett Funds
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/s/ Joan A. Binstock |
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Joan A. Binstock |
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Chief Financial Officer |
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Attested: |
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/s/ Lawrence B. Stoller |
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Lawrence B. Stoller |
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Vice President & Assistant Secretary |
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LORD, ABBETT & CO. LLC |
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By: |
/s/ Robert S. Dow |
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Robert S. Dow |
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Managing Member |
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Attested: |
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/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Member, General Counsel |
EXHIBIT 1 (AMENDED AS OF December 14, 2007)
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord Abbett Family of Funds:
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Lord Abbett Balanced Strategy Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Diversified Income Strategy Fund(2)
Lord Abbett Floating Rate Fund
Lord Abbett Growth & Income Strategy Fun d(3)
Lord Abbett High Yield Fund
Lord Abbett Income Fun d(4)
Lord Abbett Short Duration Income Fun d(5)
Lord Abbett Total Return Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund(6)
(1) The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.
(2) The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.
(3) The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.
(4) Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.
(5) Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.
Lord Abbett Missouri Tax-Free Income 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 Texas Tax-Free Income Fund(6)
Lord Abbett Washington Tax-Free Income Fund(6)
Lord Abbett Municipal Income Trust
Florida Series(6)
Georgia Series
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax-Free Fund(7)
Michigan Series(6)
Pennsylvania Series
Lord Abbett Research Fund, Inc.
Lord Abbett Americas Value Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett All Value Fund
Lord Abbett Alpha Strategy Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Opportunities Fund
Lord Abbett Large-Cap Value Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
All Value Portfolio
Americas Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Large-Cap Core Portfolio
Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
(6) At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.
(7) The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.
Exhibit 99.(i)
January 28, 2008 |
Matthew A. Chambers |
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Lord Abbett Municipal Income Fund, Inc. |
+1 202 663 6591 (t) |
90 Hudson Street |
+1 202 663 6363 (f) |
Jersey City, NJ 07302-3972 |
matthew.chambers@wilmerhale.com |
Dear : Sirs
You have requested our opinion in connection with your filing of Post-Effective Amendment No. 44 to the Registration Statement on Form N-1A (the Amendment) under the Securities Act of 1933, as amended (Amendment No. 45 under the Investment Company Act of 1940, as amended), of Lord Abbett Municipal Income Fund, Inc., a Maryland Corporation (the Company), and in connection therewith your registration of shares of capital stock, with a par value of $.001 each, of the following classes of the following series of the Company (collectively, the Shares): Lord Abbett California Tax-Free Income Fund (Classes A, C, F, and P); Lord Abbett Connecticut Tax-Free Income Fund (Classes A, F, and P); Lord Abbett Hawaii Tax-Free Income Fund (Classes A, F, and P); Lord Abbett Missouri Tax-Free Income Fund (Classes A, F, and P); Lord Abbett National Tax-Free Income Fund (Classes A, B, C, F, I, and P); Lord Abbett New Jersey Tax-Free Income Fund (Classes A, F, and P); Lord Abbett New York Tax-Free Income Fund (Classes A, C, F, and P).
We have examined the Articles of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Post-Effective Amendment, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We have also assumed that the number of shares issued does not exceed the number authorized.
We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, when issued and paid for in cash at net asset value in accordance with the terms as set forth in the Amendment, the Shares will be validly issued, fully paid, and nonassessable.
Wilmer Cutler Pickering Hale and Dorr LLP, 1875 Pennsylvania Avenue NW, Washington, DC 20006
Beijing Berlin Boston Brussels London Los Angeles New York Oxford Palo Alto Waltham Washington
We express no opinion as to matters governed by any laws other than Title 2 of the Maryland Code, Corporations and Associations. We consent to the filing of this opinion solely in connection with the Amendment. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
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WILMER CUTLER PICKERING |
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HALE AND DORR LLP |
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By: |
/s/ Matthew A. Chambers |
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Matthew A. Chambers, a partner |
Exhibit 99.(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 44 to the Registration Statement No. 2-88912 on Form N-1A of our report dated November 27, 2007, relating to the financial statements and financial highlights of Lord Abbett Municipal Income Fund, Inc., including Lord Abbett National Tax-Free Income Fund, Lord Abbett California Tax-Free Income Fund, Lord Abbett Connecticut Tax-Free Income Fund, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund and Lord Abbett New York Tax-Free Income Fund, appearing in the Annual Report on Form N-CSR/A of Lord Abbett Municipal Income Fund, Inc. for the year ended September 30, 2007, and to the references to us under the headings Financial Highlights in the Prospectuses and Independent Registered Public Accounting Firm and Financial Statements in the Statements of Additional Information, which are part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
January 28, 2008
The Lord
Abbett Family of Funds
Amended and Restated Joint
Rule 12b-1
Distribution Plan and Agreement
as of August 10, 2007(1)
AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of August 10, 2007 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a Fund) and Lord Abbett Distributor LLC, a New York limited liability company (the Distributor). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of March 23, 2006.
WHEREAS, each Fund is an open-end management investment company or a series thereof registered under the Investment Company Act of 1940, as amended (the Act), and the Distributor is the exclusive selling agent of the Funds 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 Funds 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 Funds 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
(1) As amended on October 25, 2007 to reflect the addition of the Lord Abbett Floating Rate Fund, a series of Lord Abbett Investment Trust.
paying and financing the payment of sales commissions, service fees and other costs of distributing and selling Shares as provided in paragraph 2 of this Plan.
2. (a) Class A Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.50% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof and any reduction specified on Schedule B hereto. Payments by holders of Class A Shares of contingent deferred reimbursement charges relating to distribution fees paid by the Fund hereunder shall reduce the amount of distribution fees for purposes of the annual 0.50% limit in those instances where the Fund is entitled to retain these charges. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.15% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class A Shares or in service activities with respect to Class A Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(a)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed 0.25% of the average daily net asset value of Class A Shares outstanding, subject to any reduction specified on Schedule B hereto. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(b) Class B Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class B Shares or in service activities with respect to the Class B Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(b)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class B Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
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(c) Class C Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class C Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class C Shares or in service activities with respect to the Class C Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(c)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class C Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(d) Class F Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class F Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class F Shares or in service activities with respect to Class F Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(d)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class F Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(e) Class P Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class P Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class P Shares or in service activities with respect to Class P Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
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(ii) Subject to the aggregate fee amounts set forth in paragraph 2(e)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class P Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(f) Class R2 Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R2 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R2 Shares or in service activities with respect to Class R2 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(f)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value Class R2 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(g) Class R3 Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R3 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R3 Shares or in service activities with respect to Class R3 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(g)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R3 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
3. The Board shall from time to time determine the amounts, within the foregoing maximum amounts described in paragraph 2, that the Fund may pay the Distributor hereunder. These determinations and approvals of nonmaterial amendments to this Plan by the Board shall be made and given by votes of the kind referred to in paragraph 9.
4
4. The net asset value of the Shares shall be determined as provided in the Prospectus and Statement of Additional Information of the Fund. Any fees payable hereunder, which may be waived by the Distributor or Authorized Institutions in whole or in part, may be calculated and paid at least quarterly. If the Distributor waives all or a portion of the fees that are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Plan to have the Fund pay fees in the future. Nothing herein shall prohibit the Distributor from collecting Distribution Fees in any given year, as provided hereunder, in excess of expenditures made in that year for activities authorized under paragraph 1 hereof. The Distributor in its sole discretion may assign its right to receive fees hereunder.
5. The Distributor shall provide to the Funds Board, and the Board shall review at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made, including amounts expended for distribution activities and/or service activities. For purposes of this Plan, distribution activities shall mean any activities that are not deemed service activities. Service activities shall mean activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (NASD) adopts a definition of service fee for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of service activities hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of service activities in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to distribution activities or service activities, including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.
6. The Distributor shall give the Fund the benefit of the Distributors 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.
5
8. This Plan may not be amended to increase materially the amount to be spent by the Fund hereunder above the maximum amounts referred to in paragraph 2 without a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statutes, rules or regulations as in effect at that time, and each material amendment must be approved in the manner provided for by paragraph 7. Because this amendment and restatement of the Plan does not increase the fees payable under the Plan as previously in effect, approval in the manner specified in paragraph 7 shall be sufficient for its adoption.
9. Amendments to this Plan other than material amendments of the kind referred to in paragraph 8 may be adopted by a majority of both (a) the Board Members and (b) the Independent Board Members. The Board may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.
10. This Plan may be terminated at any time without the payment of any penalty by the vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or regulation as in effect at that time. This Plan shall automatically terminate in the event of its assignment.
11. So long as this Plan shall remain in effect, the selection and nomination of those Board Members of the Fund who are not interested persons of the Fund are committed to the discretion of the incumbent disinterested Board Members. The terms interested persons, assignment and vote of a majority of the outstanding voting securities shall have the same meanings as those terms are defined in the Act.
12. The Funds are adopting and entering into this Plan on a common basis for administrative convenience and not for the reason of creating or incurring any right, privilege, obligation or liability with respect to each other. Without limiting the generality of the foregoing, the obligations of the Funds under this Plan are several and not joint, and no Fund or class of Shares shall have any liability to pay any fee for any other Fund or class of Shares. This Plan shall be severable as to any Fund at the election of the Independent Board Members of that Fund. Additional Funds or classes of Shares may be added and existing Funds or classes of Shares may be removed from the operation of this Plan without action by any other Fund or class of Shares.
13. The obligations of the Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Board Members, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every Board Member, shareholder, officer, employee or agent for any breach of the Fund of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.
6
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.
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EACH OF THE FUNDS LISTED ON SCHEDULE A |
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HERETO |
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By: |
/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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Vice President & Secretary |
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ATTEST: |
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/s/ Lawrence B. Stoller |
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Lawrence B. Stoller |
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Vice President & Assistant Secretary |
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LORD ABBETT DISTRIBUTOR LLC |
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By: |
LORD, ABBETT & CO. LLC |
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Managing Member |
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By: |
/s/ Lawrence H. Kaplan |
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Lawrence H. Kaplan |
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A Member |
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7
SCHEDULE A
The Lord Abbett Family of Funds
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of December 14, 2007
FUNDS |
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CLASSES |
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Lord Abbett Affiliated Fund, Inc. |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Blend Trust |
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Lord Abbett Small-Cap Blend Fund |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Bond-Debenture Fund, Inc. |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Developing Growth Fund, Inc. |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Global Fund, Inc. |
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Equity Series |
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A, B, C, F, P, R2, R3 |
Lord Abbett Developing Local Markets Fund(2) |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Investment Trust |
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Lord Abbett Balanced Strategy Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Convertible Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Core Fixed Income Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Diversified Equity Strategy Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Diversified Income Strategy Fund (3) |
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A, B, C, F, P, R2, R3 |
Lord Abbett Floating Rate Fund |
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A, B, C, F, R2, R3 |
Lord Abbett Growth & Income Strategy Fund(4) |
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A, B, C, F, P, R2, R3 |
Lord Abbett High Yield Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Income Fund(5) |
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A, B, C, F, P, R2, R3 |
Lord Abbett Short Duration Income Fund (6) |
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A, B, C, F, P, R2, R3 |
(2) The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.
(3) The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.
(4) The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.
(5) Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.
(6) Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.
8
Lord Abbett Total Return Fund |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Large-Cap Growth Fund |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Mid-Cap Value Fund, Inc. |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Municipal Income Fund, Inc. |
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Lord Abbett California Tax-Free Income Fund |
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A, C, F, P |
Lord Abbett Connecticut Tax-Free Income Fund |
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A, F, P |
Lord Abbett Hawaii Tax-Free Income Fund |
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A, F, P |
Lord Abbett Minnesota Tax-Free Income Fund(7) |
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A, P |
Lord Abbett Missouri Tax-Free Income Fund |
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A, F, P |
Lord Abbett National Tax-Free Income Fund |
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A, B, C, F, P |
Lord Abbett New Jersey Tax-Free Income Fund |
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A, F, P |
Lord Abbett New York Tax-Free Income Fund |
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A, C, F, P |
Lord Abbett Texas Tax-Free Income Fund(7) |
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A, P |
Lord Abbett Washington Tax-Free Income Fund(7) |
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A, P |
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Lord Abbett Municipal Income Trust |
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Florida Series(7) |
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A, C, P |
Georgia Series |
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A, F, P |
Lord Abbett High Yield Municipal Bond Fund |
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A, B, C, F, P |
Lord Abbett Intermediate Tax-Free Fund(8) |
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A, B, C, F, P |
Michigan Series(7) |
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A, P |
Pennsylvania Series |
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A, F, P |
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Lord Abbett Research Fund, Inc. |
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Lord Abbett Americas Value Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Growth Opportunities Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Large-Cap Core Fund |
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A, B, C, F, P, R2, R3 |
Small-Cap Value Series |
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A, B, C, F, P, R2, R3 |
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Lord Abbett Securities Trust |
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Lord Abbett All Value Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Alpha Strategy Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett International Core Equity Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett International Opportunities Fund |
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A, B, C, F, P, R2, R3 |
(7) At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.
(8) The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.
9
Lord Abbett Large-Cap Value Fund |
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A, B, C, F, P, R2, R3 |
Lord Abbett Micro-Cap Growth Fund |
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A |
Lord Abbett Micro-Cap Value Fund |
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A |
Lord Abbett Value Opportunities Fund |
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A, B, C, F, P, R2, R3 |
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Lord Abbett U.S. Government & Government |
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Sponsored Enterprises Money Market Fund, Inc. |
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A, B, C |
10
SCHEDULE B
The Lord Abbett Family of Funds Class A
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of December 14, 2007
Entity / Fund |
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Service fees payable with respect to
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Lord Abbett Investment Trust Lord Abbett Income Fund(9) |
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9/1/85 - .15 of 1 |
% |
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Lord Abbett Affiliated Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Bond-Debenture Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Developing Growth Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Mid-Cap Value Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Municipal Income Fund Lord Abbett National Tax-Free Income Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Municipal Income Fund Lord Abbett New York Tax-Free Income Fund |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Municipal Income Fund Lord Abbett Texas Tax-Free Inco-me Fund(10) |
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6/1/90 - .15 of 1 |
% |
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Lord Abbett Municipal Income Fund Lord Abbett New Jersey Tax-Free Income Fund |
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7/1/92 - .15 of 1 |
% |
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Lord Abbett Municipal Income Trust Florida Series(10) |
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10/1/92 - .15 of 1 |
% |
(9) Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.
(10) At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.
11
Lord Abbett Municipal Income Fund Lord Abbett Hawaii Tax-Free Income Fund |
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1/1/93 - .15 of 1 |
% |
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Lord Abbett Municipal Income Trust Pennsylvania Series |
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4/1/98 - .15 of 1 |
% |
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Lord Abbett Municipal Income Trust Georgia Series |
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10/1/05 - .15 of 1 |
% |
Entity / Fund |
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Service fees with respect to Class A
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Lord Abbett Municipal Income Fund Lord Abbett Minnesota Tax-Free Income Fund(10) |
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$100 million - .15 of 1 |
% |
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Lord Abbett Municipal Income Fund Lord Abbett Washington Tax-Free Income Fund(10) |
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$100 million - .15 of 1 |
% |
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Lord Abbett Municipal Income Trust Michigan Series(10) |
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$100 million - .15 of 1 |
% |
12
The Lord Abbett Family of Funds
Amended and Restated Plan as of August 10, 2007 (1)
Pursuant to Rule 18f-3(d)
under the Investment Company Act of 1940
(Originally adopted August 15, 1996)
Rule 18f-3 (the Rule) under the Investment Company Act of 1940, as amended (the 1940 Act), requires that the Board of Directors or Trustees of an investment company desiring to offer multiple classes pursuant to the Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. This document constitutes an amended and restated plan (the Plan) of each of the investment companies, or series thereof, listed on Schedule A attached hereto (each, a Fund). The Plan of any Fund is subject to amendment by action of the Board of Directors or Trustees (the Board) of such Fund and without the approval of shareholders of any class, to the extent permitted by law and by the governing documents of such Fund.
The Board, including a majority of the non-interested Board members, has determined that the following separate arrangement and expense allocation, and the related conversion features, if any, and exchange privileges, of each class of each Fund are in the best interest of each class of each Fund individually and each Fund as a whole.
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 P, Class R2, Class R3, and Class I(2) 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.
2. SALES CHARGES AND DISTRIBUTION AND SERVICE FEES .
(a) Initial Sales Charge . Class A shares will be traditional front-end sales charge shares, offered at their net asset value (NAV) plus a sales charge in the case of each Fund as described in such Funds prospectus as from time to time in effect.
Class B shares, Class C shares, Class F shares, Class P shares, Class R2 shares, Class R3 shares, Class I shares, and Class VC shares will be offered at their NAV without an initial sales charge.
(1) As amended on October 25, 2007 to reflect the addition of the Lord Abbett Floating Rate Fund, a series of Lord Abbett Investment Trust, and to redesignate Class Y shares of Funds listed in Schedule A as Class I shares.
(2) Effective September 28, 2007, Class Y shares of Funds listed in Schedule A were redesignated as Class I shares.
(b) Service and Distribution Fees . As to the shares of Class A, Class B, Class C, Class F, Class P, Class R2, and Class R3, each Fund will pay service and/or distribution fees under the Plan from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (the Joint 12b-1 Plan), at such rates as are set by its Board.
Pursuant to the Joint 12b-1 Plan as to the Class A shares, if effective, each Fund will generally pay distribution fees at an aggregate fee at the annual rate of 0.35% of the average daily NAV of the Class A share accounts, or such other rate as set by the Board from time to time. The Board has the authority to increase the total fees payable under the Joint 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 0.50% of the average daily NAV of the Class A shares. The effective dates of the Joint 12b-1 Plan for the Class A shares are based on achievement by the Funds of specified total net assets for the Class A shares of such Funds.
Pursuant to the Joint 12b-1 Plan as to the Class B shares, if effective, each Fund will generally pay an aggregate fee at the annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.
Pursuant to the Joint 12b-1 Plan as to the Class C shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.
Pursuant to the Joint 12b-1 Plan as to the Class F shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.10% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 1.00% of the average daily NAV of the Class F shares.
Pursuant to the Joint 12b-1 plan as to the Class P shares, if operational, each Fund will generally pay an aggregate fee at an annual rate of up to 0.45% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.75% of the average daily NAV of the Class P shares.
Pursuant to the Joint 12b-1 Plan as to the Class R2 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.60% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R2 shares.
Pursuant to the Joint 12b-1 Plan as to the Class R3 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.50% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the
2
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.
The Class VC shares do not have a Rule 12b-1 Plan. However, pursuant to a separate Services Agreement for the Class VC shares, each Fund will generally pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts, or such other rate as set by the Board from time to time.
The Class I shares do not have a Rule 12b-1 Plan.
(c) Contingent Deferred Sales Charges (CDSC) . Subject to some waiver exceptions, Class A shares purchased in amounts of $1 million or more will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the end of the 12 th month after the month in which the shares were purchased.
Class B shares will be subject to a CDSC ranging from 5.00% to 1.00% of the lower of the cost or the NAV of the shares, if the shares are redeemed for cash before the sixth anniversary of their purchase. The CDSC for the Class B shares may be waived for certain transactions. Class C shares will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of the shares if the shares are redeemed for cash before the first anniversary of their purchase.
The Class F, Class P, Class R2, Class R3, and Class I shares will not be subject to a CDSC.
3. CLASS-SPECIFIC EXPENSES .
The following expenses shall be allocated, to the extent such expenses can reasonably be identified as relating to a particular class and consistent with Revenue Procedure 96-47, on a class-specific basis: (a) fees under the Joint 12b-1 Plan applicable to a specific class (net of any CDSC paid with respect to shares of such class and retained by the Fund) and any other costs relating to implementing or amending such Plan, including obtaining shareholder approval of such Plan or any amendment thereto; (b) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (c) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current share holders of a specific class; (d) Securities and Exchange Commission registration fees incurred by a specific class; (e) Board fees or expenses identifiable as being attributable to a specific class; (f) fees for outside accountants and related expenses relating solely to a specific class; (g) litigation expenses and legal fees and expense relating solely to a specific class; (h) expenses incurred in connection with shareholders meetings as a result of issues relating solely to a specific class and (i) other expenses relating solely to a specific class, provided, that advisory fees and other expenses related to the management of a Funds 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
3
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 Funds 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.
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 .
The Class B shares will automatically convert to Class A shares 8 years after the date of purchase. Such conversion will occur at the relative NAV per share of each Class without the imposition of any sales charge, fee or other charge. When Class B shares convert, any other Class B shares that were acquired by the shareholder by the reinvestment of dividends and distributions will also convert to Class A shares on a pro rata basis. The conversion of Class B shares to Class A shares after 8 years s subject to the continuing availability of a private letter ruling from the Internal Revenue Service or an opinion of counsel to the effect that the conversion does not constitute a taxable event for the Class B shareholder under Federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect.
Subject to amendment by the Board, none of the other classes of shares shall be subject to any automatic conversion feature.
4
8. EXCHANGE PRIVILEGES .
Except as set forth in a Funds prospectus as from time to time in effect, shares of any class of such Fund may be exchanged, at the holders 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.
* * *
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 Funds 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.
5
SCHEDULE A
As of December 14, 2007
The Lord Abbett Family of Funds
FUNDS |
|
CLASSES |
|
|
|
Lord Abbett Affiliated Fund, Inc. |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Blend Trust |
|
|
Lord Abbett Small-Cap Blend Fund |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Bond-Debenture Fund, Inc. |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Developing Growth Fund, Inc. |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Global Fund, Inc. |
|
|
Equity Series |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Developing Local Markets Fund(3) |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Investment Trust |
|
|
Lord Abbett Balanced Strategy Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Convertible Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Core Fixed Income Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Diversified Equity Strategy Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Diversified Income Strategy Fund(4) |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Floating Rate Fund |
|
A, B, C, F, I, R2, R3 |
Lord Abbett Growth & Income Strategy Fund(5) |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett High Yield Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Income Fund(6) |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Short Duration Income Fund(7) |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Total Return Fund |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Large-Cap Growth Fund |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Mid-Cap Value Fund, Inc. |
|
A, B, C, F, I, P, R2, R3 |
(3) The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.
(4) The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.
(5) The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.
(6) Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.
(7) Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.
6
Lord Abbett Municipal Income Fund, Inc. |
|
|
Lord Abbett California Tax-Free Income Fund |
|
A, C, F, P |
Lord Abbett Connecticut Tax-Free Income Fund |
|
A, F, P |
Lord Abbett Hawaii Tax-Free Income Fund |
|
A, F, P |
Lord Abbett Minnesota Tax-Free Income Fund(8) |
|
A, P |
Lord Abbett Missouri Tax-Free Income Fund |
|
A, F, P |
Lord Abbett National Tax-Free Income Fund |
|
A, B, C, F, I, P |
Lord Abbett New Jersey Tax-Free Income Fund |
|
A, F, P |
Lord Abbett New York Tax-Free Income Fund |
|
A, C, F, P |
Lord Abbett Texas Tax-Free Income Fund(8) |
|
A, P |
Lord Abbett Washington Tax-Free Income Fund(8) |
|
A, P |
|
|
|
Lord Abbett Municipal Income Trust |
|
|
Florida Series(8) |
|
A, C, P |
Georgia Series |
|
A, F, P |
Lord Abbett High Yield Municipal Bond Fund |
|
A, B, C, F, I, P |
Lord Abbett Intermediate Tax-Free Fund(9) |
|
A, B, C, F, P |
Michigan Series(8) |
|
A, P |
Pennsylvania Series |
|
A, F, P |
|
|
|
Lord Abbett Research Fund, Inc. |
|
|
Lord Abbett Americas Value Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Growth Opportunities Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Large-Cap Core Fund |
|
A, B, C, F, I, P, R2, R3 |
Small-Cap Value Series |
|
A, B, C, F, I, P, R2, R3 |
|
|
|
Lord Abbett Securities Trust |
|
|
Lord Abbett All Value Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Alpha Strategy Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett International Core Equity Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett International Opportunities Fund |
|
A, B, C, F, I, P, R2, R3 |
Lord Abbett Large-Cap Value Fund |
|
A, B, C, F, I, P, R2, R3 |
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, I, P, R2, R3 |
|
|
|
Lord Abbett Series Fund, Inc. |
|
|
All Value Portfolio |
|
All Value Portfolio (VC) |
Americas Value Portfolio |
|
Americas Value Portfolio (VC) |
Bond-Debenture Portfolio |
|
Bond-Debenture Portfolio (VC) |
Growth and Income Portfolio |
|
Growth and Income Portfolio (VC, P) |
Growth Opportunities Portfolio |
|
Growth Opportunities Portfolio (VC) |
International Portfolio |
|
International Portfolio (VC) |
Large-Cap Core Portfolio |
|
Large-Cap Core Portfolio (VC) |
(8) At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.
(9) The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.
7
LORD ABBETT DISTRIBUTOR LLC
(together, Lord Abbett)
AND
LORD ABBETT FAMILY OF FUNDS (the Funds)
I. Standards of Business Conduct and Ethical Principles
Lord Abbetts focus on honesty and integrity has been a critical part of its culture since the firms founding in 1929. Lord Abbett is a fiduciary to the Funds and to its other clients. In recognition of these fiduciary obligations, the personal investment activities of any officer, director, trustee or employee of the Funds or any partner or employee of Lord Abbett will be governed by the following general principles: (1) Covered Persons(1) have a duty at all times to place first the interests of Fund shareholders and, in the case of employees and partners of Lord Abbett, beneficiaries of managed accounts; (2) all securities transactions by Covered Persons shall be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; (3) Covered Persons should not take inappropriate advantage of their positions with Lord Abbett or the Funds; (4) Covered Persons must comply with the Federal Securities Laws; and (5) Covered Persons are required to maintain all internally distributed and/or proprietary information as confidential; this information should not be disclosed or discussed with people outside Lord Abbett.
II. Specific Prohibitions
No person covered by this Code, shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for a Fund (or, in the case of any employee or partner of Lord Abbett, for another client of Lord Abbett), or if such a purchase or sale is under consideration for a Fund (or, in the case of an employee or partner of Lord Abbett, for another client of Lord Abbett), nor may such person have any dealings in a security that he may not purchase or sell for any other account in which he has Beneficial Ownership, or disclose the information to anyone, until such purchase, sale or contemplated action has either been completed or abandoned.
(1) See Definitions in Section IX
Lord, Abbett & Co. Code of Ethics, October 2007
III. Obtaining Advance Approval
Except as provided in Sections V and VI of this Code, all proposed transactions in securities (privately or publicly owned) by Covered Persons, except transactions in Excepted Securities and Excepted Transactions, should be approved consistent with the provisions of this Code. Except as directed otherwise, in order to obtain approval, the Covered Person must electronically submit their request to the Compliance Group within the Legal Department (Compliance) utilizing Personal Trade Assistant (PTA), an automated application for employee personal trading compliance. After approval has been obtained, the Covered Person may act on it within the two business days following the date of approval, unless he sooner learns of a contemplated action by Lord Abbett. After the two business days, or upon hearing of such contemplated action, a new approval must be obtained.
Furthermore, in addition to the above requirements, partners and employees directly involved must disclose information they may have concerning securities they may want to purchase or sell to any portfolio manager who might be interested in the securities for the portfolios they manage.
IV. Reporting and Certification Requirements; Brokerage Confirmations
(1) Except as provided in Sections V and VI of this Code, within 30 days following the end of each calendar quarter each Covered Person must electronically file with Compliance a Personal Securities Transaction Reporting Form utilizing Personal Trade Assistant (PTA), an automated application for employee personal trading compliance. The form must be submitted whether or not any security transaction has been effected. If any transaction has been effected during the quarter for the Covered Persons account or for any account in which he has a direct or indirect Beneficial Ownership, it must be reported. Excepted from this reporting requirement are transactions effected in any accounts over which the Covered Person has no direct or indirect influence or control (a Fully Discretionary Account, as defined in Section VI) and transactions in Excepted Securities. Securities acquired in an Excepted Transaction should be reported, except that securities acquired through an automatic investment plan do not need to be reported, unless any transaction is outside the pre-set schedule or a pre-existing allocation. Lord Abbetts Chief Compliance Officer (CCO) and/or persons under his direction are responsible for reviewing these transactions and must bring any apparent violation to the attention of Lord Abbetts General Counsel (GC). The Personal Securities Transaction Reporting Form of the CCO shall be reviewed by the GC.
(2) Each employee and partner of Lord Abbett will upon commencement of employment (within 10 business days) (the Initial Report) and annually thereafter (the Annual Report) disclose all personal securities holdings and annually certify that: (i) they have read and understand this Code and recognize they are subject hereto; and (ii) they have complied with the requirements of this
2
Code and disclosed or reported all securities transactions required to be disclosed or reported pursuant to the requirements of this Code. Security holdings information for the Initial Report and the Annual Report must be current as of a date not more than 45 days prior to the date of that Report. Securities holdings of Lord Abbett Mutual Funds purchased directly from the Fund or purchased through the Lord Abbett 401(k) Retirement Plan are not required to be disclosed. Lord Abbett employees and partners must disclose holdings of Lord Abbett Mutual Funds purchased through a broker/dealer other than Lord Abbett Distributor LLC.
(3) Each employee and partner of Lord Abbett will direct his brokerage firms to send copies or electronic transmissions of all trade confirmations and all monthly and/or quarterly statements directly to Compliance.
(4) Each employee and partner of Lord Abbett who has a Fully-Discretionary Account shall disclose all pertinent facts regarding such Account to Lord Abbetts CCO upon commencement of employment. Each such employee or partner shall thereafter annually certify on the prescribed form that he or she has not and will not exercise any direct or indirect influence or control over such Account, and has not discussed any potential investment decisions with such independent fiduciary in advance of any such transactions. Such independent fiduciary shall confirm initially, and annually thereafter, the accuracy of the facts as stated by the Lord Abbett employee or partner.
V. Special Provisions Applicable to Outside Directors and Trustees of the Funds
The primary function of the Outside Directors and Trustees of the Funds is to set policy and monitor the management performance of the Funds officers and employees and the partners and employees of Lord Abbett involved in the management of the Funds. Although they receive information after the fact as to portfolio transactions by the Funds, Outside Directors and Trustees are not given advance information as to the Funds contemplated investment transactions.
An Outside Director or Trustee wishing to purchase or sell any security will therefore generally not be required to obtain advance approval of his security transactions. If, however, during discussions at Board meetings or otherwise an Outside Director or Trustee should learn in advance of the Funds current or contemplated investment transactions, then advance approval of transactions in the securities of such company(ies) shall be required for a period of 30 days from the date of such Board meeting. In addition, an Outside Director or Trustee can voluntarily obtain advance approval of any security transaction or transactions at any time.
No report described in Section IV (1) will be required of an Outside Director or Trustee unless he knew, or in the ordinary course of fulfilling his official duties as a director or trustee should have known, at the time of his transaction, that during the 15-day period immediately before or after the date of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee such security was or was to be purchased or sold by any of
3
the Funds or such a purchase or sale was or was to be considered by a Fund. If he makes any transaction requiring such a report, he must report all securities transactions effected during the quarter for his account or for any account in which he has a direct or indirect Beneficial Ownership interest and over which he has any direct or indirect influence or control. Each Outside Director and Trustee will direct his brokerage firm to send copies of all confirmations of securities transactions to Compliance, and annually make the certification required under Section IV(2)(i) and (ii). Outside Directors and Trustees transactions in Excepted Securities are excepted from the provisions of this Code.
It shall be prohibited for an Outside Director or Trustee to trade on material non-public information. Prior to accepting an appointment as a director of any public company, an Outside Director or Trustee will advise Lord Abbett and discuss with Lord Abbetts Senior Partner whether accepting such appointment creates any conflict of interest or other issues.
If an Outside Director or Trustee, who is a director or an employee of, or consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt of such options, nor the exercise of those options and the receipt of the underlying security, requires advance approval from Lord Abbett. Further, neither the receipt nor the exercise of such options and receipt of the underlying security is reportable by such Outside Director or Trustee.
VI. Additional Requirements relating to Partners and Employees of Lord Abbett
It shall be prohibited for any partner or employee of Lord Abbett:
(1) To obtain or accept favors or preferential treatment of any kind or gift or other thing (other than an occasional meal or ticket to a sporting event or theatre, or comparable entertainment, which is neither so frequent nor so extensive as to raise any question of propriety) having a value of more than $100 from any person or entity that does business with or on behalf of the Funds; provided, however, that a partner or employee, acting on behalf of Lord Abbett, may give one or more gifts individually or collectively valued at more than $100 to an investment advisory client (but in no event to an investor in shares of the Funds) in order to commemorate the length of the clients relationship with Lord Abbett, if such gift(s) are approved by Lord Abbetts Senior Partner or the partner responsible for the Institutional Marketing Department and by Lord Abbetts GC. For additional information on gifts and entertainment, please refer to Lord Abbetts Gifts and Entertainment Policy and Procedures;
(2) to trade on material non-public information or otherwise fail to comply with the Firms Insider Trading and Receipt of Material Non Public Information Policy and Procedure (Insider Trading policy) adopted pursuant to Section 15(f) of the Securities Exchange Act of 1934 and Section 204A of the Investment Advisers Act of 1940. For additional information regarding these policies and procedures, please refer to Lord Abbetts Insider Trading policy;
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(3) to trade in options with respect to securities covered under this Code;
(4) to profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days (any profits realized on such short-term trades shall be disgorged to the appropriate Fund or as otherwise determined);
(5) to trade in futures or options on commodities, currencies or other financial instruments, although the Firm reserves the right to make rare exceptions in unusual circumstances which have been approved by the Firm in advance;
(6) to engage in short sales or purchase securities on margin;
(7) to buy or sell any security within seven business days before or after any Fund (or other Lord Abbett client) trades in that security (any profits realized on trades within the proscribed periods shall be disgorged to the Fund (or the other client) or as otherwise determined.) The GC or CCO has the authority to exempt a transaction or series of transactions from this requirement if they do not appear to present a conflict of interest based on the facts provided;
(8) to subscribe to new or secondary public offerings, even though the offering is not one in which the Funds or Lord Abbetts advisory accounts are interested;
(9) to become a director of any company without Lord Abbetts prior consent and implementation of appropriate safeguards against conflicts of interest;
(10) to engage in market timing activities with respect to the Funds;
(11) to purchase any security of a company that has a market capitalization at the time of purchase below $3 billion(2); or
(12) to participate in an outside business activity without Lord Abbetts prior consent.
Any purchase of a Fund (other than Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund) by a partner or employee of Lord Abbett (whether with respect to the Lord Abbett 401(k) Retirement Plan or in any other account) must be held for a minimum of 60 days(3). This 60-day minimum holding period also applies to any other mutual fund advised or sub-advised by Lord Abbett. Any request for an exception to this requirement must be approved in writing in advance by Lord Abbetts Senior Partner and its GC (or by their designees). Lord Abbett shall promptly report to the Funds Boards any approved exception request to this minimum holding period.
In connection with any partners or employees request for approval of an acquisition of any securities in a private placement, GCs consideration of the request will take into account, among other factors, whether the investment opportunity should be reserved for any of the Funds and their shareholders (or other clients of Lord Abbett) and whether the
(2) Purchases of exchange traded funds (ETF) or closed-end funds are not subject to the $3 billion market capitalization requirement.
(3) The sale or re-allocation of shares of the Lord Abbett Fund that is the default investment for automatically enrolled participants in Lord Abbetts retirement plan held less than 60 days will not be considered a violation of this policy.
5
opportunity is being offered to the individual by virtue of the individuals position with Lord Abbett or the Funds. An individuals investment in privately-placed securities will be disclosed to the Senior Partner of Lord Abbett if such individual is involved in consideration of an investment by a Fund (or other client) in the issuer of such securities. In such circumstances, the Funds (or other clients) decision to purchase securities of the issuer will be subject to independent review by personnel with no personal interest in the issuer.
If a spouse of a partner or employee of Lord Abbett who is a director or an employee of, or a consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt nor the exercise of those options requires advance approval from Lord Abbett or reporting. Any subsequent sale of the security acquired by the option exercise by that spouse would require advance approval and is a reportable transaction.
Advance approval is not required for transactions in any account of a Covered person if the Covered Person has no direct or indirect influence or control with respect to transactions in the account (a Fully-Discretionary Account). A Covered Person will be deemed to have no direct or indirect influence or control over an account only if: (i) investment discretion for the account has been delegated to an independent fiduciary and such investment discretion is not shared with the employee; (ii) the Covered Person certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary before any transaction; (iii) the independent fiduciary confirms in writing the representations by the Covered Person regarding the Covered Persons having no direct or indirect influence or control over the account;(4) and (iv) the CCO of Lord Abbett has determined that the account satisfies these requirements. Annually thereafter, the Covered Person and the independent fiduciary shall certify in writing that the representations of subparagraphs (ii) and (iii) of this paragraph remain correct. Transactions in Fully-Discretionary Accounts by an employee or partner of Lord Abbett are not subject to the post-trade reporting requirements of this Code.
VII. Enforcement and Reporting of Violations
The GC for Lord Abbett and Lord Abbetts CCO are charged with the responsibility of enforcing this Code, and may appoint one or more employees to aid them in carrying out their enforcement responsibilities. The CCO shall implement a procedure to monitor compliance with this Code through an ongoing review of personal trading records provided under this Code against transactions in the Funds and managed portfolios. Any violation of this Code of Ethics must be reported promptly to Lord Abbetts CCO, or, in his absence, to Lord Abbetts GC. The CCO shall bring to the attention of the Funds Audit Committees any apparent violations of this Code, and the action which has been taken by Lord Abbett as a result of such violation, and the Funds
(4) Certain accounts managed by third parties that are registered investment advisers, such as separately managed accounts in programs sponsored by broker-dealers (SMAs), will not be subject to the requirement of a written verification by the independent fiduciary. For such accounts, the Covered Person will continue to be required to certify annually in writing that he or she has not and will not discuss potential investment decisions with the independent fiduciary.
6
Audit Committees shall consider what additional action, if any, is appropriate. The record of any violation of this Code and any action taken as a result thereof, which may include suspension or removal of the violator from his position, shall be made a part of the permanent records of the Audit Committees of the Funds. Lord Abbett shall provide each employee and partner with a copy of this Code, and of any amendments to the Code, and each employee and partner shall acknowledge, in writing, his or her receipt of the Code and any amendment, which may be provided electronically. Lord Abbetts GC shall prepare an Annual Issues and Certification Report to the directors or trustees of the Funds that (a) summarizes Lord Abbetts procedures concerning personal investing, including the procedures followed by Lord Abbett in determining whether to give approvals under Section III and the procedures followed by Compliance in determining whether any Funds have determined to purchase or sell a security or are considering such a purchase or sale, and any changes in those procedures during the past year, and certifies to the directors or trustees that the procedures are reasonably necessary to prevent violations, and (b) identifies any recommended changes in the restrictions imposed by this Code or in such procedures with respect to the Code and any changes to the Code based upon experience with the Code, evolving industry practices or developments in the regulatory environment, and (c) summarizes any apparent violations of this Code over the past year and any sanctions imposed by Lord Abbett in response to those violations, including any additional action taken by the Audit Committee of each of the Funds with respect to any such violation.
The Audit Committee of each of the Funds, or Lord Abbetts GC or CCO may determine in particular cases that a proposed transaction or proposed series of transactions does not conflict with the policy of this Code and exempt such transaction or series of transactions from one or more provisions of this Code.
VIII. Whistleblower Procedures
Any Lord Abbett employee may report, either verbally or in writing, complaints and any other concerns regarding instances of corporate fraud, internal controls, violations of law or unethical business conduct on a confidential basis to Diane Tornejal, Partner, Director of Human Resources. Complaints and concerns related to the above items may be reviewed with Lord Abbetts Senior Partner or GC and may be disclosed to the Audit Committees of the Funds. Confidentiality will be maintained to the extent possible to conduct an appropriate review.
Any Lord Abbett employee who makes a good faith report of the type described above will not be discharged, suspended, harassed, or retaliated against as a result of submitting such complaint or concern.
7
IX. Definitions
Covered Person means any officer, director, trustee, director or employee of any of the Funds and any partner or employee of Lord Abbett. (See also definition of Beneficial Ownership.)
Excepted Securities are bankers acceptances, bank certificates of deposit, commercial paper, and other high quality short-term debt instruments, including repurchase agreements, shares of money market funds, shares of other U.S. registered open-end investment companies (other than the Lord Abbett Funds or other funds for which Lord Abbett acts as the investment adviser or sub-adviser) and direct obligations of the U.S. Government. Transactions in Excepted Securities do not require prior approval or reporting. Please note that shares of closed-end investment companies, exchange traded unit-investment trusts (UITs) and exchange traded funds (ETFs) are all treated as common stock under the Code. Also please note that the exception for other mutual funds includes only open-end funds registered in the U.S., and that transactions and holdings in offshore funds are reportable. In addition, equity securities issued by U.S. Government agencies, authorities or instrumentalities are not considered Excepted Securities.
Excepted Transactions means transactions in the shares of the Lord Abbett Funds or other mutual funds for which Lord Abbett acts as the investment adviser or sub-adviser; transactions in debt securities issued by U.S. Government agencies, authorities or instrumentalities; securities acquired through tender offers or spin-offs; securities received due to a merger or acquisition; the sale of 300 shares or less of a S&P 500 stock; and any securities purchased through an automatic investment plan, such as Dividend Reinvestment Programs (DRIPs) and/or Employee Stock Ownership Plans (ESOPs). Please note that any sales made from DRIPs and/or ESOPs require pre-approval as described in Section III of this Code.(5)
Outside Directors and Trustees are directors and trustees who are not interested persons as defined in the Investment Company Act of 1940, as amended.
Security means any stock, bond, debenture or in general any instrument commonly known as a security and includes a warrant or right to subscribe to or purchase any of the foregoing and also includes the writing of an option on any of the foregoing.
Beneficial Ownership is interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Accordingly, beneficial owner includes any Covered Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or
(5) Excepted Transactions do not require prior approval, but all Excepted Transactions are subject to the reporting requirements of Section IV and VI. No report, however, is required with respect to transactions effected pursuant to an automatic investment plan, such as DRIPs and ESOPs, except that any transaction that overrides the pre-set schedule or a pre-existing allocation of the automatic investment plan must be included in the next Personal Securities Transaction Reporting Form filed following that transaction.
8
indirect pecuniary interest ( i.e., the ability to share in profits derived from such security) in any equity security, including:
(i) securities held by a persons immediate family sharing the same house (with certain exceptions);
(ii) a general partners interest in portfolio securities held by a general or limited partnership;
(iii) a persons interest in securities held in trust as trustee, beneficiary or settlor, as provided in Rule 16a-8(b); and
(iv) a persons right to acquire securities through options, rights or other derivative securities.
Federal Securities Laws include 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, Title V of the Gramm-Leach Bliley Act, and any rules adopted by the SEC 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. A brief summary of the requirements of those laws as they apply to mutual funds and investment advisers is attached to this Code as Exhibit 1.
Gender/Number whenever the masculine gender is used in this Code, it includes the feminine gender as well, and the singular includes the plural and the plural includes the singular, unless in each case the context clearly indicates otherwise.
9
Exhibit 1
To Code of Ethics
The Code of Ethics requires that all Covered Persons must comply with the Federal Securities Laws. Brief summaries of these laws are set forth below.
I. The Securities Act of 1933 (1933 Act)
The 1933 Act governs the public offering of securities of mutual funds and other issuers, and establishes civil liability for false or misleading activities during such offerings. This law was enacted to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce and to prevent related frauds. Thus, the 1933 Act requires mutual funds and other public issuers to register their securities with the SEC. This process requires disclosures to the SEC and investors of information relating to the issuer, the securities and other matters. The 1933 Act provides a specific civil remedy for purchasers of securities offered by a materially false or misleading registration statement. A registration statement is false or misleading if it contains an untrue statement of material fact or omit[s] to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.
II. The Securities Exchange Act of 1934 (1934 Act)
The 1934 Act regulates various organizations involved in the offer, sale and trading of securities. It regulates, among others, broker-dealers such as Lord Abbett Distributor. The 1934 Act accomplishes its goals in large part by requiring that these regulated organizations register with the SEC and subjects them to regular reporting requirements and examinations by the SEC. The 1934 Act includes anti-fraud provisions that make it unlawful for any person, among other actions, to directly or indirectly: (1) employ any device, scheme, or artifice to defraud; (2) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.
III. The Investment Company Act of 1940 (1940 Act)
The 1940 Act regulates mutual funds as well as their investment advisers and principal underwriters. The 1940 Act was designed to mitigate and, so far as is feasible, to eliminate various abuses involving mutual funds, including: (1) inadequate, inaccurate or unclear disclosure with respect to a mutual fund and its securities; (2) self-dealing by insiders; (3) the issuance of securities with inequitable terms that fail to protect the privileges and preferences of outstanding security holders; (4) inequitable methods of control and irresponsible management; and (5) unsound or misleading accounting methods. The 1940 Act seeks to accomplish the foregoing goals by, among other things: (1) establishing registration and reporting requirements; (2) prohibiting various affiliated transactions; (3) regulating the sale and redemption of mutual fund shares; (4) establishing special corporate governance standards relating to the composition and activities of mutual fund boards of directors; and (5) providing the SEC with extensive inspection and enforcement powers.
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IV. The Investment Advisers Act of 1940 (Advisers Act)
The Advisers Act regulates investment advisers. Lord Abbett is registered as an investment adviser. Among other matters, the Advisers Act regulates the fee arrangements and certain other contract terms of an investment advisory agreement. The Act also prohibits advisers from engaging in any conduct that would defraud their clients. Lord Abbett has a fiduciary duty to act in the best interests of its clients. The SEC has construed this fiduciary duty broadly and applies the Acts anti-fraud prohibition aggressively to protect clients.
V. The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act)
The Sarbanes-Oxley Act implemented new corporate disclosure and financial reporting requirements by, among other actions, creating a new oversight board for the accounting profession, mandating new measures to promote auditor independence, adding new disclosure requirements for investment companies and other public companies, and strengthening criminal penalties for securities fraud. This statute was adopted in direct response to widespread corporate scandals at public corporations that manifested a lack of adequate internal controls and oversight.
VI. The Gramm-Leach-Bliley Act (the Act)
In relevant part, the Act requires financial institutions to comply with certain privacy requirements regarding personal information relating to their customers. The Act requires the SEC to establish for financial institutions (including investment companies, investment advisers and broker-dealers) appropriate standards to protect customer information. The Act and the SECs privacy rules have three primary purposes: (1) to require financial institutions to notify consumers of their privacy policies and practices; (2) to describe the circumstances under which financial institutions may disclose non-public personal information regarding customers to unaffiliated third parties; and (3) to provide a method for customers to opt out of such disclosures, subject to certain exceptions. Lord Abbett has implemented policies, procedures and training to protect the integrity and privacy of its clients information.
VII. The Bank Secrecy Act
The USA PATRIOT Act of 2001 (the Act) amended the Bank Secrecy Act to include mutual funds among the types of financial institutions that are required to establish anti-money laundering compliance programs. The Act requires all such institutions to develop and institute anti-money laundering programs that, at a minimum: (1) include internal policies, procedures, and controls; (2) designate a compliance officer to administer and oversee the program; (3) provide for ongoing employee training; and (4) include an independent audit function to test the program. The Lord Abbett Funds and Lord Abbett have adopted an anti-money laundering compliance program designed to meet these requirements.
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