SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [X]
Filed by a Party other than the registrant [ ]
Check the appropriate box:
| [ ] | Preliminary proxy statement. |
| [X] | Definitive proxy statement. |
| [ ] | Definitive additional materials. |
| [ ] | Soliciting material under Rule 14a-12. |
| [ ] | Confidential, for use of the Commission only (as permitted by Rule 14a-b(e)(2)) |
| Lord Abbett Affiliated Fund, Inc. | |
| Lord Abbett Bond-Debenture Fund, Inc. | |
| Lord Abbett Developing Growth Fund, Inc. | |
| Lord Abbett Global Fund, Inc. | |
| Lord Abbett Emerging Markets Currency Fund | |
| Lord Abbett Multi-Asset Global Opportunity Fund | |
| Lord Abbett Investment Trust | |
| Lord Abbett Convertible Fund | |
| Lord Abbett Core Fixed Income Fund | |
| Lord Abbett Diversified Equity Strategy Fund | |
| Lord Abbett High Yield Fund | |
| Lord Abbett Income Fund | |
| Lord Abbett Multi-Asset Balanced Opportunity Fund | |
| Lord Abbett Multi-Asset Growth Fund | |
| Lord Abbett Multi-Asset Income Fund | |
| Lord Abbett Short Duration Income Fund | |
| Lord Abbett Total Return Fund | |
| Lord Abbett Mid Cap Stock Fund, Inc. | |
| Lord Abbett Municipal Income Fund, Inc. | |
| Lord Abbett California Tax Free Fund | |
| Lord Abbett High Yield Municipal Bond Fund | |
| Lord Abbett Intermediate Tax Free Fund | |
| Lord Abbett National Tax Free Fund | |
| Lord Abbett New Jersey Tax Free Fund | |
| Lord Abbett New York Tax Free Fund | |
| Lord Abbett Research Fund, Inc. | |
| Lord Abbett Calibrated Dividend Growth Fund | |
| Lord Abbett Growth Opportunities Fund | |
| Lord Abbett Small Cap Value Fund | |
| Lord Abbett Securities Trust | |
| Lord Abbett Alpha Strategy Fund | |
| Lord Abbett Fundamental Equity Fund | |
| Lord Abbett International Core Equity Fund | |
| Lord Abbett International Dividend Income Fund | |
| Lord Abbett International Opportunities Fund | |
| Lord Abbett Micro Cap Growth Fund | |
| Lord Abbett Micro Cap Value Fund | |
| Lord Abbett Value Opportunities Fund | |
| Lord Abbett Series Fund, Inc. | |
| Bond Debenture Portfolio | |
| Calibrated Dividend Growth Portfolio | |
| Classic Stock Portfolio | |
| Fundamental Equity Portfolio | |
| Growth and Income Portfolio | |
| Growth Opportunities Portfolio | |
| International Opportunities Portfolio | |
| Mid Cap Stock Portfolio | |
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (check the appropriate box):
| [X] | No fee required. | |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| [ ] | Fee paid previously with preliminary materials. | |
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
| 1) | Amount Previously Paid: | |
| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: | |
| 4) | Date Filed: | |
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, New Jersey 07302-3973
877-297-1747
Dear Fellow Shareholder,
You are cordially invited to participate in a joint special meeting of shareholders of many of the Lord Abbett Family of Funds. The meeting will take place on November 5, 2015 at 9:00 a.m. at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973. The main purpose of the meeting is to consider proposals to enable the Lord Abbett Funds’ participation in an interfund lending program, which Lord Abbett and the Board of Directors/Trustees of each Fund believe will be an important liquidity management tool benefitting Fund shareholders. Specifically, you are being asked to vote on proposals: (1) to amend the Funds’ fundamental investment restrictions related to borrowing and lending so that the Funds may participate in an interfund lending program, and (2) to ratify the selection of Deloitte & Touche LLP as each Fund’s independent registered public accounting firm for its current fiscal year.
The attached materials provide information about the proposals. The Board of Directors/Trustees of each Fund recommends that you vote “FOR” each of the proposals. We urge you to read the full text of the attached joint proxy statement before voting.
The proxy materials are being provided beginning on or about September 4, 2015 to shareholders who owned Fund shares as of August 10, 2015.
Your vote is important. Even if you plan to attend the meeting, please vote promptly via the Internet, by telephone, or by mail. Your prompt vote will help save the Funds the costs of further proxy solicitation. If you have any questions or need assistance voting, please contact your financial intermediary or call the Funds at 877-297-1747.
Thank you for investing in the Lord Abbett Family of Funds. It is a privilege to manage your investment.
|
|
|
| Sincerely, | |
|
| |
| Daria L. Foster |
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, New Jersey 07302-3973
877-297-1747
QUESTIONS AND ANSWERS
Your vote is important.
We urge you to read the full text of the attached joint proxy statement; however, for your convenience we have provided a brief overview of the proposals on which you are being asked to vote.
Why am I receiving the joint proxy statement?
Many of the funds in the Lord Abbett Family of Funds are holding a joint special meeting of shareholders (these funds are referred to as the “Funds,”1 while all funds in the Lord Abbett Family of Funds are referred to as the “Lord Abbett Funds”) on November 5, 2015 to vote on proposals: (1) to approve certain amendments to the Funds’ investment restrictions that would permit the Funds to participate in a proposed interfund lending program (the “Interfund Lending Program”) and (2) to ratify the selection of the independent registered public accountant for each Fund by the Funds’ Boards of Directors/Trustees (collectively the “Board”). This joint proxy statement describes the proposals and provides you with other information relating to the meeting. You are eligible to vote on the proposals (or to provide voting instructions to a financial intermediary holding Fund shares in its name for your benefit) if you owned shares of one or more of the Funds as of August 10, 2015. Your proxy card indicates the Fund(s) in which you own shares.
What is Proposal 1?
You are being asked to approve changes to your Fund’s investment policies regarding borrowing and lending that would enable your Fund to participate in the Interfund Lending Program. The changes, if approved by your Fund’s shareholders, would permit your Fund to borrow money from or lend money to another Lord Abbett Fund for a period of one to seven days through the Interfund Lending Program. The proposed amendments also would modernize the Funds’ borrowing and lending policies and make such policies uniform across the Lord Abbett Funds. Proposal 1 consists of two parts: Proposal 1a, which would change your Fund’s investment policy regarding borrowing, and Proposal 1b, which would change your Fund’s investment policy regarding lending. You are being asked to
1 |
| The term “Fund” refers to each individual Lord Abbett mutual fund whose shareholders are being solicited to vote (including different Funds organized under the same corporate entity). | ||
approve both of these sub-proposals so that your Fund may participate fully in the Interfund Lending Program, which is described more fully below.
What is the Interfund Lending Program?
The Lord Abbett Funds and their investment adviser, Lord, Abbett & Co. LLC, have requested permission from the U.S. Securities and Exchange Commission (the “SEC”) to allow them to participate in the Interfund Lending Program. Under the Interfund Lending Program, a Lord Abbett Fund would be able to borrow from or lend money to another Lord Abbett Fund for periods of one to seven days in certain circumstances. Lord Abbett and the Board believe the Interfund Lending Program would be an important tool to have available for helping the Funds manage potential challenges created by securities market variations in liquidity, and would offer the following advantages:
• | Benefits to Borrowing Funds.A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold in the portfolio may be delayed. Generally, under the Investment Company Act of 1940, as amended, a mutual fund is only allowed to borrow from a bank. The Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to borrowing from a bank by borrowing money from another Lord Abbett Fund at a lower interest rate than a bank would charge. Lord Abbett and the Board believe this additional source of liquidity will be useful to the Lord Abbett Funds, as banks have scaled back on lending in response to regulatory and market changes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
• | Benefits to Lending Funds.Similarly, a mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments, such as repurchase agreements or money market funds. The proposed Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to those short-term (typically overnight) investments by permitting lending this excess cash to another Lord Abbett Fund at a higher rate of return than an investment in a short-term instrument would have provided. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
• | Economic Benefits to Borrowing and Lending Funds.The proposed Interfund Lending Program is designed so that any borrowing made through it always would be more beneficial to a Lord Abbett Fund (i.e., at a lower interest rate) than borrowing from a bank. Similarly, all loans made through the proposed Interfund Lending Program always would be more beneficial (i.e., at a higher rate of return) than an alternative short-term investment. Lord Abbett and the Board believe these benefits exceed the costs to the Funds of participating in the Interfund Lending Program, which are discussed in the Proxy Statement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
• | Established Industry Practice.The SEC has allowed nearly 30 mutual fund families to establish interfund lending programs over the last 15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| years. The Lord Abbett Funds’ proposed Interfund Lending Program would be similar to these programs in all material respects. |
Why am I being asked to approve these changes?
Your Fund is required to have investment policies regarding borrowing and lending. These investment policies, which are also known as investment restrictions, are “fundamental,” which means the Fund’s shareholders must approve any change to them. Your Fund’s current investment policies related to borrowing and lending would not permit your Fund to participate in the Interfund Lending Program. This is because interfund lending was not contemplated or commonplace when your Fund commenced operations. Substantially all Lord Abbett Funds formed since 2007 already have investment policies that would enable their participation in the Interfund Lending Program. You are being asked to approve changes to your Fund’s borrowing and lending investment policies so that it also can participate in the Interfund Lending Program.
Lord Abbett has no intention to change the Funds’ principal investment strategies or the manner in which the Funds are managed if Proposal 1 is approved.
How does the Board of each Fund recommend that I vote on Proposal 1?
Each Fund’s Board has reviewed the structure and proposed operation of the Interfund Lending Program and believes that each Fund would benefit from participating in it. Consequently, the Board believes the changes to the investment policies set forth in Proposal 1 are in your best interest and unanimously recommends that you vote “FOR” each sub-proposal in Proposal 1.
What is Proposal 2?
You are being asked to approve a proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) to continue to act as your Fund’s independent registered public accounting firm for its current fiscal year. The Audit Committees of the Board (collectively, the “Audit Committee”) have approved Deloitte’s selection.
The Proxy Statement provides more information about Proposal 2, including fees received by Deloitte for services rendered to the Funds and Lord Abbett. As in previous fiscal years, the Audit Committee has selected Deloitte as the independent registered public accounting firm to audit the Fund’s financial statements for its current fiscal year and to provide other non-audit services. The Audit Committee based its selection on many factors, including the advantages of consistently utilizing the same firm to perform accounting work for each fiscal year of a Fund; Deloitte’s familiarity with each Fund; and the knowledge and experience that Deloitte has through its extensive work with the Lord Abbett Funds and, more broadly, the mutual fund industry. Services provided to your Fund by Deloitte during your Fund’s most recent fiscal year included the audit of the Fund’s financial statements included in its annual report to shareholders, review of information included in the annual report, services related to filings with the SEC, consultations on various accounting and reporting matters, and non-audit-related tax services.
How does the Board recommend that I vote on Proposal 2?
The Board, upon the recommendation of its Audit Committee, unanimously recommends that you vote “FOR” Proposal 2.
What vote is required to approve the proposals?
Each Fund will vote separately on each proposal (or sub-proposal, as the case may be). For Proposal 1, this means that the approval of each sub-proposal is not dependent on the approval of the other sub-proposal. Approval of a proposal by the shareholders of a Fund will not affect the approval of that proposal with respect to any other Fund.
Who will pay the costs associated with the proxy solicitation?
The costs of implementing the Interfund Lending Program, which include the costs associated with this Proxy Statement, will be borne by all Lord Abbett Funds, including the Funds involved in this proxy solicitation, because the economic benefits of the Interfund Lending Program would be realized by all Lord Abbett Funds participating in the Interfund Lending Program. The costs would be allocated on a pro rata basis, based on each Lord Abbett Fund’s respective net assets, except when costs reasonably can be attributed to one or more specific Funds.
The Funds have retained D.F. King & Co., Inc., an ASTOne company (“D.F. King”), a proxy services firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that the Lord Abbett Funds will pay D.F. King approximately $9,900,000 for such services (including reimbursement of out-of- pocket expenses). Because the Lord Abbett Funds will bear all costs of implementing the Interfund Lending Program proportionately based on their respective net assets, the anticipated proxy solicitation expenses represent approximately 0.009% of each Lord Abbett Fund’s net assets, based on current net asset levels.
Will my vote make a difference?
Yes! No matter how many shares you own,your vote is needed to approve the proposals outlined above. You are entitled to one vote for each full share and a proportionate fractional vote for each fractional share you own of a Fund on the August 10, 2015. Voting is an important way to participate in the governance and management of your Fund. Additionally, your prompt vote will help save the Funds the costs of further proxy solicitation.
How can I vote?
You can vote in any of four ways:
• | Via the Internet. Access the Internet address provided on your proxy card and follow the instructions. You will need the control number provided on your proxy card. |
• | By telephone.Call the toll-free number provided on your proxy card and follow the instructions. You will need the control number provided on your proxy card. | ||
• | By mail. Complete, sign, and date your proxy card and mail it to the address shown on the card. | ||
• | In person at the meeting.You may attend the meeting and vote in person; however, even if you intend to do so, we encourage you to vote early using one of the methods discussed above. Please see the proxy statement for instructions on how to vote at the meeting if you hold shares through a financial intermediary in its name for your benefit. |
Whichever method you choose, we urge you to read the full text of the attached joint proxy statement before voting.
Whom should I call if I have questions?
If you need more information, or have any questions about voting, please call the Funds at 877-297-1747.
Please vote now.
To avoid the unnecessary costs of further proxy solicitation, please vote promptly via the Internet, by telephone, or by mail, no matter how large or small your Fund holdings may be.
Special Note to Variable Annuity Contract Owners
If you own a variable annuity contract whose values are allocated to one or more series of Lord Abbett Series Fund, you are receiving this material because your insurance company is asking you to provide it with instructions as to how to vote the shares attributable to your contract. Please complete the instruction card and return it as directed on the card or in the accompanying materials you received from the insurance company. Please do not return the instruction card to the Lord Abbett Family of Funds.
If you do not vote the shares attributable to your contract, your insurance company may vote them for you in the same proportion as other variable annuity owners voted with respect to your Fund. This may result in a small number of shareholders determining whether a proposal is approved for your Fund.
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, New Jersey 07302-3973
877-297-1747
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 5, 2015
A joint special meeting of shareholders of the Lord Abbett Funds identified below (each, a “Fund”) will be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973, on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), to consider and vote on the following proposals, as described more fully in the accompanying joint proxy statement:
PROPOSAL 1a: To approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing;
PROPOSAL 1b: To approve a proposal to amend the fundamental investment restriction of each Fund regarding lending; and
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund’s current fiscal year.
In addition, each Fund’s shareholders will be asked to transact such other business as may properly come before the meeting or any adjournments, postponements, or delays of the meeting.
Shareholders of record of each Fund as of the close of business on August 10, 2015 are entitled to notice of and to vote at the meeting and any adjournments, postponements, or delays of the meeting. Shareholders are entitled to one vote for each full share owned and a proportionate vote for each fractional share owned. Each Fund will vote separately on each proposal.
Your vote is important, no matter how many shares you own. Your prompt vote will help save the Funds the costs of further proxy solicitation. Please vote via the Internet, by telephone, by mail, or by attending the meeting in person, as described more fully in the accompanying joint proxy statement. Whichever method you choose, we urge you to read the full text of the attached joint proxy statement before voting.
|
|
|
| By Order of the Boards, | |
|
| |
| Lawrence H. Kaplan | |
September 4, 2015 | Vice President and Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held November 5, 2015
The Joint Proxy Statement is available at www.proxyonline.com/docs/lordabbett.pdf.
The Lord Abbett Family of Funds
Lord Abbett Funds Convening a Joint Special Meeting of Shareholders
Lord Abbett Affiliated Fund
Lord Abbett Bond Debenture Fund
Lord Abbett Developing Growth Fund
Lord Abbett Global Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund
Lord Abbett Municipal Income Fund
Lord Abbett California Tax Free Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax Free Fund
Lord Abbett New Jersey Tax Free Fund
Lord Abbett New York Tax Free Fund
Lord Abbett Research Fund
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Lord Abbett Small Cap Value Fund
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro Cap Growth Fund
Lord Abbett Micro Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund
Bond Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, New Jersey 07302-3973
877-297-1747
JOINT PROXY STATEMENT
This joint proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boards of Directors/Trustees (collectively, the “Board,” the members of which are referred to as “Board members”) of each Lord Abbett Fund listed inAppendix A of this Proxy Statement (each, a “Fund”). The proxies will be voted at a joint special meeting of shareholders of the Funds to be held at the offices of Lord, Abbett & Co. LLC, the Funds’ investment adviser (“Lord Abbett”), 90 Hudson Street, Jersey City, New Jersey 07302-3973, on Thursday, November 5, 2015, at 9:00 a.m. (Eastern Time), and at any and all adjournments, postponements, or delays of the meeting (the “Meeting”). The Meeting will be held for the purposes set forth in the accompanying Notice of Joint Special Meeting of Shareholders to Be Held November 5, 2015. This proxy statement is first being made available to shareholders on or about September 4, 2015.
The Board has called the Meeting and is soliciting proxies from shareholders of each Fund for the purposes listed below:
|
|
|
|
|
Proposal Summary | Fund(s) Voting on the Proposal | |||
1a. | Amendment of each Fund’s “fundamental” investment restriction regarding borrowing. | Each Fund will vote separately. | ||
1b. | Amendment of each Fund’s “fundamental” investment restriction regarding lending. | Each Fund will vote separately. | ||
2. | Ratification of the Board’s selection of Deloitte & Touche LLP as each Fund’s independent registered public accounting firm | Each Fund will vote separately. | ||
3. | Transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. | As applicable. | ||
You are entitled to notice of, and to vote at, the Meeting (or to provide voting instructions to a financial intermediary holding Fund shares in its name for your benefit) only if you owned shares of a Fund as of the close of business on August 10, 2015 (the “Record Date”). Shareholders of the Funds are entitled to one vote for each full share and a proportionate fractional vote for each fractional share held as of the Record Date. Each properly executed proxy received before the Meeting, unless revoked, will be voted at the Meeting in accordance with the shareholder’s instructions. If a proxy card is properly executed and returned, but the shareholder did not provide any instruction on how to vote on the proposal, the shares represented by the card will be voted “FOR” the proposal.
To revoke a proxy, you must submit a written notice of revocation or a later dated proxy to the applicable Fund, or attend the Meeting and vote in person by ballot, in
all cases before the proxy is exercised at the Meeting. If you hold Fund shares through a financial intermediary, please consult your financial intermediary regarding your ability to revoke voting instructions. For more information, please see the section of the proxy statement titled “Voting Information.”
Each Fund will furnish, without charge, a copy of its annual report, and the most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 90 Hudson Street, Jersey City, New Jersey 07302-3973, or by calling toll free at 888-522-2388. Copies of each Fund’s annual and semi-annual reports also are available at the U.S. Securities and Exchange Commission’s website at www.sec.gov and on Lord Abbett’s website (except as indicated below) at www.lordabbett.com/documentsandliterature. For Lord Abbett Micro Cap Growth Fund and Lord Abbett Micro Cap Value Fund, these reports are available at www.lordabbett.com/institutional. For the Lord Abbett Series Funds, these reports are available at www.lordabbett.com/seriesfunds.
Please vote now. Your vote is important.
TABLE OF CONTENTS
PROPOSAL 1: AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
Each Fund is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), whose management and operations are overseen by the Board. The Funds, like all mutual funds, are required by law to adopt fundamental investment restrictions governing certain investment activities. Fundamental investment restrictions cannot be changed without shareholder approval. Each Fund’s current investment restrictions are listed inAppendix Bof this Proxy Statement.
The Funds1 and Lord Abbett recently submitted an application to the U.S. Securities and Exchange Commission (the “SEC”) requesting permission to enter into a borrowing and lending program (the “Interfund Lending Program”), which the Board and Lord Abbett believe would be in the best interests of each Fund and its shareholders (“Shareholders”). Specifically, the Interfund Lending Program would be an important tool to have available for helping the Funds manage potential challenges created by securities market variations in liquidity, and would give borrowing Funds an attractive alternative to a bank loan and lending Funds an attractive alternative to a short-term investment. Any loans made under the Interfund Lending Program would be at an interest rate beneficial to each Fund involved and would be for a term of one to seven days.
In their current form, each Fund’s investment restrictions concerning borrowing and lending would prohibit the Fund from participating in the Interfund Lending Program. Accordingly, Proposal 1 seeks Shareholder approval of changes to each Fund’s fundamental investment restrictions that are intended to permit the Fund to participate in the Interfund Lending Program upon receipt of the exemptive order from the SEC. The proposed amendments also would modernize the Funds’ borrowing and lending restrictions and make such restrictions uniform across the Lord Abbett Funds. Substantially all Lord Abbett Funds formed since 2007 already have investment restrictions that would enable their participation in the Interfund Lending Program.
Proposal 1 consists of two sub-proposals, each of which is discussed in detail below and concerns a proposed change to a specific fundamental investment restriction. Assuming Shareholders approve the sub-proposals, each Fund’s registration statement, which includes the prospectus and statement of additional information, will be revised to reflect the amended fundamental investment restrictions. The Interfund Lending Program will not commence operations,
1 |
| For purposes of this section, each fund in the Lord Abbett Family of Funds is referred to as a “Fund”; however, only shareholders of those Funds named inAppendix A are being asked to approve changes to their Fund’s fundamental investment restrictions. The other Funds’ fundamental investment restrictions currently permit participation in the Interfund Lending Program subject to the issuance of an SEC exemptive order. |
1
however, until the SEC grants the requested permission and no Fund will participate in the Interfund Lending Program unless its shareholders have approved one or both of the sub-proposals.
The proposed Interfund Lending Program would enable each Fund to lend money directly to, and borrow money directly from, another Fund for temporary purposes, subject to meeting the conditions of the SEC exemptive order. A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold by a Fund may be delayed. Without SEC approval to borrow from another source, the 1940 Act generally permits a mutual fund to borrow only from a bank. The Interfund Lending Program would permit a Lord Abbett Fund to borrow money from another Lord Abbett Fund at a lower interest rate than a bank would charge if that Lord Abbett Fund’s fundamental investment restrictions permit the borrowing.
Conversely, on any given day, a mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have uninvested cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments such as repurchase agreements or money market funds. Through the Interfund Lending Program, a Lord Abbett Fund would be able to lend this excess cash to another Lord Abbett Fund and receive a higher rate of return than an investment in a short-term instrument would have provided, if that Lord Abbett Fund’s fundamental investment restrictions permit the lending.
The proposed Interfund Lending Program is designed so that any borrowing made through it would always be at a lower or the same interest rate as the rate on a bank loan. Similarly, all loans made through the proposed Interfund Lending Program would receive a higher or the same rate of return that the Lord Abbett Fund would have received by investing the cash in a short-term instrument. In the unlikely event that a bank loan interest rate is the same as the rate of return on a short-term instrument, the borrowing Fund and the lending Fund may elect to (1) use the Interfund Lending Program or (2) pursue the economically comparable loan or investment opportunity, respectively.
Lending programs among affiliated mutual funds are not unusual in the mutual fund industry, as the SEC and mutual fund families have recognized the benefits that this type of arrangement can provide to investors. In the last 15 years alone, the SEC has permitted nearly 30 mutual fund families to create interfund lending programs. The proposed Interfund Lending Program is structured so that it would be substantially similar to other mutual fund families’ interfund lending programs in all material aspects. Consequently, it would operate in a manner designed to minimize costs and potential risks, such as leverage risk to borrowing Funds or default risk to lending Funds, while providing substantial benefits to Shareholders.
The sub-proposals in Proposal 1 are not inter-dependent. Therefore, if any Fund’s shareholders do not approve the proposed amendments, Lord Abbett would implement the Interfund Lending Program among the Lord Abbett Funds whose
2
shareholders approve the amendments or whose existing fundamental investment restrictions permit a Fund’s participation in the program. If a Fund’s shareholders approve amendments to either the borrowing or the lending restriction but not the other, the Fund would engage only in the shareholder-approved activity (i.e., lending or borrowing, but not both) under the Interfund Lending Program.
PROPOSAL 1A: TO AMEND EACH FUND’S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING
All Funds.Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding borrowing, which currently is more restrictive than what federal securities laws require.2 As a result, the investment restriction prohibits certain borrowing activities that otherwise are permissible for each Fund, including borrowing money from other Lord Abbett Funds subject to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to borrow through the Interfund Lending Program would benefit the Funds by affording them with additional liquidity resources at a lower interest rate than a bank would charge and greater flexibility to respond to changing market conditions. In all cases, any borrowings made by a Fund under the Interfund Lending Program would be consistent with the Fund’s investment objective, strategies, policies, and restrictions.
A mutual fund’s borrowing activities are restricted to protect the fund’s investors from the risk of excessive leverage; leverage will reduce gains or increase losses if the returns on the fund’s assets are less than the interest rate on the borrowing. Accordingly, the 1940 Act requires each mutual fund to adopt a fundamental investment policy stating the limited terms under which it may borrow money. The 1940 Act generally permits a fund to borrow money in amounts of up to 331/3% of its total assets (including the amount borrowed) from banks for any purpose. In addition, a fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a loan is deemed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).
Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, the Funds’ current fundamental investment restriction regarding borrowing is substantially as follows:3
Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 331/3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of
2 |
| Under the 1940 Act, a mutual fund’s policy regarding borrowing must be “fundamental,” which means that changes to this policy require shareholder approval. | ||
3 |
| Individual Funds’ restrictions are shown inAppendix B to this Proxy Statement. | ||
3
portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law.
If a Fund’s shareholders approve this sub-proposal, the Fund’s new fundamental investment restriction regarding borrowing would be (the new language is underlined) as shown below. Subject to shareholder approval, this restriction would be the same for every Fund.
Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 331/3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, (iv) it may purchase securities on margin to the extent permitted by applicable law, and (v) it may borrow money from other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund.
The Board recommends that each Fund amend its fundamental investment restriction regarding borrowing to allow the Fund to borrow money to the extent permitted under applicable law or any applicable exemptive relief, which would permit each Fund to use the Interfund Lending Program. Amending the Funds’ fundamental investment restrictions regarding borrowing would make them substantially identical to borrowing restrictions of the Lord Abbett Funds that are not included in this Proxy Statement.
Each Fund’s Board has carefully reviewed the potential benefits and costs to each Fund of borrowing under the Interfund Lending Program and has concluded that participation in the program would be in the best interests of the Fund’s shareholders. In addition to the benefits discussed above, the Board considered that borrowing Funds would incur transaction costs and would be exposed to leverage risk because their investment losses could exceed the amount of their borrowings. The Board noted, however, that interfund loans would involve minimal leverage risk because interfund loan amounts would be capped, would be subject to strict asset coverage requirements, and would serve as a supplemental source of credit only for the Funds’ normal short-term borrowing and short-term cash investment activities. Each Fund’s Board therefore has determined that the significant benefits to be derived from participation in the Interfund Lending Program more than outweigh the minimal risks each Fund may face or costs it may incur.
Lord Abbett has no intention to change the principal investment strategy of any Fund in connection with this change.
Growth and Income Portfolio Only. With respect to Lord Abbett Series Fund – Growth and Income Portfolio only, approval of Proposal 1a also would permit the Fund to borrow in situations not covered under its existing fundamental investment restriction. Currently, the Fund is permitted to borrow only from a bank and only as a temporary measure for extraordinary or emergency purposes. This restriction
4
has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to take advantage of borrowing abilities permitted by applicable law. Proposal 1a, if approved, would modernize this restriction by removing the requirement that borrowings by the Fund be made only in emergency or extraordinary situations, and also would permit the Fund to borrow from other Lord Abbett Funds as well as banks. The new restriction also would permit the Fund to obtain short-term credit to clear the purchase or sale of securities and to purchase securities on margin to the extent permitted by applicable law. Purchasing a security on margin can increase the leverage risk faced by a Fund; however, current SEC staff guidance prohibits a Fund from purchasing securities on margin except for short-term credits as necessary for clearing transactions, so as a practical matter, the adoption of the revised fundamental investment restriction is not expected to have a significant effect on the Fund’s current use of margin purchases, although it would provide the Fund with flexibility to purchase securities on margin to the extent applicable law or regulatory guidance is revised, which would enable the Fund to remain competitive with its peers.
In addition to the considerations above, with respect to Lord Abbett Series Fund – Growth and Income Portfolio, the Board also noted that the approval of the amended fundamental investment restriction for the Fund would harmonize the Fund’s borrowing abilities with those of the other Funds. The Board noted that, while approval of Proposal 1a by the Fund’s shareholders may expose the Fund to greater leverage risk than it currently faces, the increase in risk is expected to be very low because the amended restriction would continue to limit the Fund to borrow only from banks or through the Interfund Lending Program and to purchase securities on margin only to the extent permitted by law. The Board, therefore, has determined that the benefits that the Fund will receive from adopting the proposed fundamental investment restriction will outweigh any potential risks it may raise.
The Board unanimously recommends
that you vote “FOR” the approval of Proposal 1a.
PROPOSAL 1B: TO AMEND EACH FUND’S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LENDING
All Funds. Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding lending, which currently is more restrictive than what federal securities laws require.4 As a result, the investment restriction prohibits certain lending activities that otherwise are permissible for each Fund, including lending money to other Lord Abbett Funds subject to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to lend through the Interfund Lending Program would benefit the Funds by affording them with the
4 |
| As with a mutual fund’s policy regarding borrowing, the 1940 Act requires a mutual fund’s policy regarding lending to be “fundamental.” |
5
opportunity to earn interest at a rate greater than what they otherwise could obtain by investing their excess cash in various short-term instruments. In all cases, any loans made by a Fund under the Interfund Lending Program would be consistent with the Fund’s investment objective, strategies, policies, and restrictions.
A mutual fund’s lending activities are limited to mitigate the fund’s exposure to default risk. Accordingly, the 1940 Act requires each mutual fund to adopt a fundamental investment policy stating the limited terms under which it may make loans.
Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, the Funds’ current fundamental investment restriction regarding the making of loans is substantially as follows:5
Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law.
If a Fund’s shareholders approve this sub-proposal, the Fund’s new fundamental investment restriction regarding the making of loans would read (the new language is underlined) as shown below. Subject to shareholder approval, this restriction would be the same for every Fund.
Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law, and (iii) the Fund may lend money to other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund;
The Board recommends that each Fund amend this fundamental investment restriction to allow the Fund to lend money to the extent permitted under applicable law or any applicable exemptive relief, which would permit each Fund to use the Interfund Lending Program. Amending the Funds’ fundamental investment restrictions regarding lending would make them substantially identical to lending restrictions of the Lord Abbett Funds that are not included in this Proxy Statement.
5 |
| Individual Funds’ restrictions are shown inAppendix B to this Proxy Statement. | ||
6
Each Fund’s Board has carefully reviewed the potential benefits and costs to each Fund of lending under the Interfund Lending Program and has concluded that participation in the program would be in the best interests of the Fund’s shareholders. In addition to the benefits discussed above, the Board considered that lending Funds would be exposed to the risk that a borrower may default, or fail to repay loans made under the Interfund Lending Program. The Board noted, however, that interfund loans would involve minimal default risk because interfund loan amounts would be capped, would be subject to strict asset coverage requirements, and would serve as a supplemental source of credit only for the Funds’ normal short-term borrowing and short-term cash investment activities. Each Fund’s Board therefore has determined that the significant benefits to be derived from participation in the Interfund Lending Program more than outweigh the minimal risks each Fund may face.
Lord Abbett has no intention to change the principal investment strategy of any Fund in connection with this change.
Growth and Income Portfolio Only. With respect to Lord Abbett Series Fund – Growth and Income Portfolio only, approval of Proposal 1b would permit the Fund to engage in lending activities not covered under its existing fundamental investment restriction. Currently, the Fund is permitted to lend only to the extent that it may enter into short-term repurchase agreements with sellers of securities that the Fund has purchased, and it may lend portfolio securities to registered broker dealers if the loan is fully secured by cash or cash equivalents and the loan does not expose the Fund to significant risk. The Fund’s current fundamental investment restriction also restricts the Fund’s investments in illiquid securities to 5% of the Fund’s assets, which is lower than the 15% regulatory limit. The Fund’s fundamental investment restriction regarding lending has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to engage in lending activities that are otherwise permitted by applicable law. Proposal 1b, if approved, would modernize the Fund’s fundamental investment restriction to allow the Fund to acquire 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 and to lend to another Lord Abbett Fund through the Interfund Lending Program. The proposed language also would remove the 5% limitation on illiquid assets, although the Fund would be prohibited from investing more than 15% of its assets pursuant to a non- fundamental investment restriction. The Fund also would be permitted to lend its portfolio securities in accordance with applicable law. As a result, the proposed restriction would provide the Fund with flexibility to modify any security lending activity to reflect changes in applicable law, which would enable the Fund to remain competitive with its peers.
In addition to the considerations above, with respect to Lord Abbett Series Fund – Growth and Income Portfolio, the Board also noted that the approval of the
7
amended fundamental investment restriction for the Fund would harmonize the Fund’s lending abilities with those of the other Funds. The Board noted that, while approval of Proposal 1b by the Fund’s shareholders may expose the Fund to greater default risk than it currently faces, the increase in risk is expected to be very low. The Board, therefore, has determined that the benefits that the Fund will receive from adopting the proposed fundamental investment restriction will outweigh any potential risks it may raise.
The Board unanimously recommends
that you vote “FOR” the approval of Proposal 1b.
INFORMATION ABOUT PROPOSAL 2: TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP, including the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”), which currently serves as each Fund’s independent registered public accounting firm, has been selected by each Fund’s Audit Committee and ratified by that Fund’s Board, including a majority of the non- Interested Board members, as each Fund’s independent registered public accounting firm for its current fiscal year. The shareholders of each Fund are being asked to ratify this selection.
As in previous fiscal years, the Audit Committee has selected Deloitte as the independent registered public accounting firm to audit each Fund’s financial statements for its current fiscal year and to provide other non-audit services. The Audit Committee based its selection on many factors, including the advantages of consistently utilizing the same firm to perform accounting work for each fiscal year of a Fund; Deloitte’s familiarity with each Fund; and the knowledge and experience that Deloitte has through its extensive work with the Lord Abbett Funds and, more broadly, the mutual fund industry. Services provided to your Fund by Deloitte during your Fund’s most recent fiscal year included the audit of the Fund’s financial statements included in its annual report to shareholders, review of information included in the annual report, services related to filings with the SEC, preparation of each Fund’s federal and state income tax returns, consultations on various accounting and reporting matters, and non-audit-related tax services.
Deloitte, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to each Fund’s Audit Committee that they are independent auditors with respect to the Fund. Each Fund’s Audit Committee has considered whether the provision by Deloitte of non-audit services to the Fund or of professional services to Lord Abbett and entities that control, are controlled by or are under common control with Lord Abbett is compatible with maintaining Deloitte’s independence and has discussed Deloitte’s independence with them.
The aggregate audit, audit-related, tax, and other fees billed to each Fund for its two last completed fiscal years are set forth onAppendix C, which also sets forth
8
the percentage of such services that were approved by each Fund’s Audit Committee.
The aggregate non-audit fees billed by Deloitte for services rendered to Lord Abbett and entities controlling, controlled by, or under common control with Lord Abbett for each Fund’s two last completed fiscal years are set forth onAppendix C.
Each Fund’s Audit Committee has considered the provision of non-audit services that were rendered to Lord Abbett, and any entity controlling, controlled by, or under common control with Lord Abbett that provides ongoing services to that Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) under Regulation S-X and has determined that the provision of such services is compatible with maintaining Deloitte’s independence.
One or more representatives from Deloitte are expected to be present in person or by telephonic conference call at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions.
Audit Committee Pre-Approval Policies and Procedures
Each Fund’s Audit Committee has adopted pre-approval policies and procedures. Such policies and procedures generally provide that the Audit Committee must pre-approve:
• | any audit, audit-related, tax, and other services to be provided to the Lord Abbett Funds, including your Fund, and | ||
• | any audit-related, tax, and other services to be provided to Lord Abbett and any entity controlling, controlled by, or under common control with Lord Abbett that provides ongoing services to one or more of the Lord Abbett Funds if the engagement relates directly to operations and financial reporting of a Fund by the independent auditor to assure that the provision of such services does not impair the auditor’s independence. |
The Audit Committee for each Fund has delegated pre-approval authority to its Chairman, subject to a per-event fee limit of $10,000 and an overall annual limit of $25,000. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Unless a type of service to be provided by the independent auditor has received general pre-approval, it must be specifically pre-approved by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.
9
The Audit Committee, together with the Board, unanimously recommends
that you vote “FOR” the approval of Proposal 2.
VOTING AND MEETING INFORMATION
The table inAppendix D sets forth the number of shares of each Fund issued and outstanding at the close of business on the Record Date. A list of each Fund’s shareholders of record as of the Record Date will be available for inspection at the Meeting.
As of July 10, 2015, to the best of the Funds’ knowledge, the persons listed inAppendix E beneficially owned more than 5% of the outstanding shares of the class or Fund indicated.
Solicitation may be made by mail, telephone, fax, e-mail, or the Internet by officers or employees of Lord Abbett, or by financial intermediaries and their representatives. The Funds may request that brokerage firms, custodians, banks, and other fiduciaries forward proxy solicitation material to beneficial owners of Fund shares. The Lord Abbett Funds will reimburse brokerage firms, custodians, banks, and other fiduciaries for their expenses in forwarding this proxy statement and proxy materials to beneficial owners of each Fund’s shares (i.e., shareholders who hold Fund shares through a financial intermediary in its name for their benefit).
The Lord Abbett Funds also will reimburse insurance companies, to the extent required by any agreement between the Funds and such insurance companies, for the cost of forwarding this information to variable annuity contract owners for the purpose of obtaining their voting instructions as to shares attributable to their contracts.
The Funds have retained D.F. King & Co., Inc., an ASTOne company, (“D.F. King”), 48 Wall Street, New York, New York 10005, a proxy services firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that the Lord Abbett Funds will pay D.F. King approximately $9,900,000 for such services (including reimbursement of out-of-pocket expenses). D.F. King may solicit proxies personally and by mail, telephone, fax, e-mail, or the Internet. Because the Lord Abbett Funds will bear all costs of implementing the Interfund Lending Program proportionately based on their respective net assets, the anticipated proxy solicitation expenses represent approximately 0.009% of each Lord Abbett Fund’s net assets, based on current net asset levels.
The costs involved with this Proxy Statement include the preparing, printing, and mailing this proxy statement, the enclosed proxy, and the accompanying notice,
10
and the costs in connection with the solicitation of proxies, as well as additional out-of-pocket costs, such as legal expenses and auditor fees, in connection with the preparation of this Proxy Statement. The costs of implementing the Interfund Lending Program, which include the costs associated with this Proxy Statement, will be borne by all Lord Abbett Funds, including the Funds involved in this proxy solicitation, because the economic benefits of the Interfund Lending Program would be realized by all Lord Abbett Funds participating in the Interfund Lending Program. The costs would be allocated on a pro rata basis, based on each such Fund’s respective assets, except when costs reasonably can be attributed to one or more specific Funds. Because the Lord Abbett Funds will bear the costs associated with implementing the Interfund Lending Program, each such Fund’s shareholders ultimately will bear these costs.
Each Fund must achieve a quorum of shareholders to conduct business at the Meeting. With respect to each of Proposals 1a and 1b, assuming a quorum is present with respect to a Fund, each Fund will vote on a Fund-by-Fund basis, and each of Proposals 1a and 1b must be approved by a “vote of a majority of the outstanding voting securities” of that Fund. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of a Fund entitled to vote on the proposal (or sub-proposal) present at the Meeting or represented by proxy, if more than 50% of the Fund’s outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund entitled to vote on the proposal (or sub-proposal). For Proposal 2, each Fund will vote on a Fund-by-Fund basis, and the affirmative vote of a majority of the votes of each Fund that are cast at the Meeting, assuming a quorum is present, is necessary to ratify the selection of Deloitte as that Fund’s independent registered public accounting firm for its current fiscal year.
Abstentions and Broker Non-Votes
Abstentions and “broker non-votes” (i.e., proxies from brokers or nominees indicating that they have not received voting instructions from the beneficial owner on a particular proposal for which the brokers or nominees do not have discretionary voting authority or elect not to exercise such authority), if any, will be counted as represented at the Meeting for purposes of determining whether a quorum has been reached, but will have the same effect as a vote against Proposals 1a and 1b.
Recording and Tabulation of Votes
Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether a quorum is present at the Meeting for each Fund.
11
If you hold your shares directly (not through a financial intermediary) and you return a signed and dated proxy card that does not specify how you wish to vote, your shares will be voted “FOR” the ratification of Deloitte as your Fund’s independent registered public accounting firm in Proposal 2.
If you hold your shares through a financial intermediary, you must instruct the financial intermediary how to vote your shares. Because Proposal 2 is a “routine” matter under rules of the New York Stock Exchange, financial intermediaries may exercise their discretionary authority to vote shares of beneficial owners who do not provide timely voting instructions for Proposal 2 or to “echo vote” such shares in the same proportion as those shares for which the financial intermediaries have received voting instructions. In addition, a properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 2 may be deemed an instruction to vote such shares “FOR” Proposal 2 or to echo vote such shares. Please consult your financial intermediary for more information about its practices with respect to voting beneficial owners’ shares.
Special Requirements Applicable to Delaware Funds and Maryland Funds
Each Fund is organized as a Delaware statutory trust (each, a “Delaware Fund”) or a Maryland corporation (each, a “Maryland Fund”). As indicated below, voting procedures may differ depending on whether you hold shares of a Delaware Fund (Investment Trust and Securities Trust and their respective series) or a Maryland Fund (all of the other Funds and their respective series).
Under Delaware law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more than one votes, the vote of the majority binds all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.
Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more than one votes, the vote of the majority binds all; and (3) if more than one votes and the vote is evenly divided, each faction may vote the shares in question proportionally or any person voting the shares or any beneficiary may apply to a court of competent jurisdiction to appoint an additional person to act with the persons voting the shares and the shares then will be voted as determined by a majority of those persons and the person appointed by the court.
Echo Voting with Respect to Lord Abbett Series Funds
If you own a variable annuity contract whose values are allocated to a series of Lord Abbett Series Fund and you do not vote the shares attributable to your
12
contract, your insurance company may vote them for you in the same proportion as other variable annuity owners voted with respect to your Fund. This may result in a small number of shareholders determining whether a proposal is approved for your Fund.
To revoke a proxy, you must submit a written notice of revocation or later dated proxy to the applicable Fund, or attend the Meeting and vote in person by ballot, in all cases before the proxy is exercised at the Meeting. Merely attending the Meeting, however, will not revoke a previously-executed proxy. If you hold shares through a financial intermediary, please consult your financial intermediary regarding your ability to revoke voting instructions after you have provided them.
Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. If you plan to attend the Meeting in person, to gain admission you must show valid photographic identification, such as your driver’s license or passport. If you hold Fund shares through a financial intermediary, to gain admission you also must show satisfactory proof of ownership of shares in a Fund, such as your voting instruction form or a statement indicating ownership as of the Record Date. If you hold Fund shares through a financial intermediary, you will not be able to vote in person at the Meeting unless you previously have obtained a “legal proxy” from your financial intermediary and present it at the Meeting. Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing, dating, and returning your proxy card.
If any Fund does not receive sufficient votes to hold the Meeting, or if a Fund does not achieve a quorum at the Meeting for conducting business, the Meeting may be adjourned with respect to that Fund to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the persons named as proxies may consider the following factors, among other factors they deem relevant: the percentage of votes actually cast, the percentage of negative votes actually cast, and the nature of any further solicitation and any information to be provided to shareholders for such solicitation. Any such adjournment will require the affirmative vote of a majority of the shares of the applicable Fund present in person or by proxy (whether or not sufficient to constitute a quorum) and entitled to vote at the Meeting. The persons named as proxies will vote on adjournment after considering the best interests of all Fund shareholders. The Funds may hold an adjourned Meeting without issuing another notice to shareholders.
13
BOARD, MANAGEMENT, AND KEY SERVICE PROVIDER INFORMATION
Equity Securities Owned by Board Members and Executive Officers
Information concerning the Board members’ and the Funds’ executive officers’ ownership in the Funds is provided inAppendix F.
Investment Adviser, Administrator, and Principal Underwriter
Lord Abbett, a privately owned Delaware limited liability company, serves as each Fund’s investment adviser and administrator. Lord Abbett Distributor LLC (the “Distributor”), a wholly owned subsidiary of Lord Abbett, serves as each Fund’s principal underwriter. Lord Abbett and the Distributor are located at 90 Hudson Street, Jersey City, New Jersey 07302-3973. Founded in 1929, Lord Abbett manages one of the nation’s oldest mutual fund complexes and, as of July 31, 2015, manages approximately $135.4 billion in assets across a full range of funds, institutional accounts, and separately managed accounts, including $1.4 billion for which Lord Abbett provides investment models to managed account sponsors.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Information about Deloitte, the Funds’ independent registered public accounting firm, including the services provided and fees charged by Deloitte, is included in the discussion of Proposal 2 earlier in this Proxy Statement.
Submission of Shareholder Proposals
The Funds do not hold annual shareholder meetings. A shareholder proposal intended to be presented at a future meeting of shareholders of a Fund must be received at the principal offices of the Funds a reasonable time before the Fund begins to print and makes available its proxy materials. Timely submission of a proposal does not guarantee that the Funds will include the proposal in a proxy statement.
Shareholders who want to communicate with the Board or any individual Board member(s) should write their Fund to the attention of the Secretary of the Fund, 90 Hudson Street, Jersey City, New Jersey 07302-3973. Communications to the Board must be signed by the shareholder and must specify: (1) the shareholder’s name and address, (2) the number of Fund shares owned by the shareholder, (3) the Fund(s) in which the shareholder owns shares, and (4) for shares held in “street name,” the name of the financial intermediary that holds Fund shares in its name for the shareholder’s benefit. The Secretary will forward such communications to the Board or the applicable Board member(s) at the next regularly scheduled meeting, if practicable, or promptly after receipt if the Secretary determines that the communications require more immediate attention.
14
Householding. We have adopted a policy that allows us to send only one copy of a prospectus, proxy statement, annual report, or semiannual report to certain shareholders residing in 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 the Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.
Management does not intend to present any items other than Proposals 1 and 2 and is not aware that any other items of business will be presented at the Meeting. However, if other matters are properly presented for a vote at the Meeting, the persons named as proxies will vote on such matters in their sole discretion after considering the best interests of all Fund shareholders.
Whether or not you plan to attend the Meeting, please vote promptly using one of the methods below.
• | Internet. Access the Internet address provided on your proxy card and follow the instructions. You will need the control number provided on your proxy card. | ||
• | Telephone. Call the toll-free number provided on your proxy card and follow the instructions. You will need the control number provided on your proxy card. | ||
• | Mail. Complete, sign, and date your proxy card and mail it to the address shown on the card. |
|
|
|
| By Order of the Boards, | |
|
| |
| Lawrence H. Kaplan | |
September 4, 2015 | Vice President and Secretary |
15
The Funds will be referred to throughout this Proxy Statement and its Appendices as listed below:
|
|
|
Fund | Term Used in this | |
Lord Abbett Affiliated Fund | Affiliated | |
Lord Abbett Bond Debenture Fund | Bond Debenture | |
Lord Abbett Developing Growth Fund | Developing Growth | |
Lord Abbett Global Fund | Global Fund | |
Lord Abbett Emerging Markets Currency Fund | Emerging Markets Currency | |
Lord Abbett Multi-Asset Global Opportunity Fund | Multi-Asset Global | |
Lord Abbett Investment Trust | Investment Trust | |
Lord Abbett Convertible Fund | Convertible | |
Lord Abbett Core Fixed Income Fund | Core Fixed Income | |
Lord Abbett Diversified Equity Strategy Fund | Diversified Equity Strategy | |
Lord Abbett High Yield Fund | High Yield | |
Lord Abbett Income Fund | Income | |
Lord Abbett Multi-Asset Balanced Opportunity Fund | Multi-Asset Balanced | |
Lord Abbett Multi-Asset Growth Fund | Multi-Asset Growth | |
Lord Abbett Multi-Asset Income Fund | Multi-Asset Income | |
Lord Abbett Short Duration Income Fund | Short Duration Income | |
Lord Abbett Total Return Fund | Total Return | |
Lord Abbett Mid Cap Stock Fund | Mid Cap Stock | |
Lord Abbett Municipal Income Fund | Municipal Income Fund | |
Lord Abbett California Tax Free Income Fund | CA Tax Free | |
Lord Abbett High Yield Municipal Bond Fund | High Yield Municipal | |
Lord Abbett Intermediate Tax Free Fund | Intermediate Tax Free | |
Lord Abbett National Tax Free Income Fund | National Tax Free | |
Lord Abbett New Jersey Tax Free Income Fund | NJ Tax Free | |
Lord Abbett New York Tax Free Income Fund | NY Tax Free | |
Lord Abbett Research Fund | Research Fund | |
Lord Abbett Calibrated Dividend Growth Fund | Calibrated Dividend Growth | |
Lord Abbett Growth Opportunities Fund | Growth Opportunities | |
Lord Abbett Small Cap Value Fund | Small Cap Value | |
Lord Abbett Securities Trust | Securities Trust | |
Lord Abbett Alpha Strategy Fund | Alpha Strategy | |
Lord Abbett Fundamental Equity Fund | Fundamental Equity | |
Lord Abbett International Core Equity Fund | International Core Equity | |
Lord Abbett International Dividend Income Fund | International Dividend Income | |
Lord Abbett International Opportunities Fund | International Opportunities | |
Lord Abbett Micro Cap Growth Fund | Micro Cap Growth | |
Lord Abbett Micro Cap Value Fund | Micro Cap Value | |
Lord Abbett Value Opportunities Fund | Value Opportunities | |
Lord Abbett Series Fund | Series Fund | |
Bond Debenture Portfolio | Bond Debenture Portfolio | |
Calibrated Dividend Growth Portfolio | Calibrated Dividend Growth Portfolio | |
Classic Stock Portfolio | Classic Stock Portfolio | |
Fundamental Equity Portfolio | Fundamental Equity Portfolio | |
|
|
A-1
|
|
|
Fund | Term Used in this | |
Growth and Income Portfolio | Growth and Income Portfolio | |
Growth Opportunities Portfolio | Growth Opportunities Portfolio | |
International Opportunities Portfolio | International Opportunities Portfolio | |
Mid Cap Stock Portfolio | Mid Cap Stock Portfolio | |
Lord Abbett U.S. Government & Government | U.S. Government Money Market |
A-2
Appendix B: Current Fundamental Investment Restrictions Regarding Borrowing and Lending
|
|
|
Current Fundamental Investment Restriction Regarding Borrowing | ||
| ||
Fund | Policy | |
| ||
Affiliated | Each Fund may not borrow money, except that (i) each Fund may borrow from banks (as defined in the Act) in amounts up to 331/3% 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 | |
B-1
|
|
|
Current Fundamental Investment Restriction Regarding Borrowing | ||
| ||
Fund | Policy | |
| ||
Growth and Income Portfolio | The Fund may not borrow money which is in excess of one third of the value of its total assets taken at market value (including the amount borrowed) and then only from banks as a temporary measure for extraordinary or emergency purposes (borrowings beyond 5% of such total assets may not be used for investment leverage to purchase securities but solely to meet redemption requests where the liquidation of the Fund’s investment is deemed to be inconvenient or disadvantageous) | |
|
|
|
Current Fundamental Investment Restriction Regarding Lending | ||
| ||
Fund | Policy | |
| ||
Affiliated | The Fund make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and except further that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law | |
| ||
Bond Debenture | Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass- through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) 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 | |
B-2
|
|
|
Current Fundamental Investment Restriction Regarding Lendong | ||
| ||
Fund | Policy | |
| ||
Alpha Strategy | Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass- through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law | |
| ||
U.S. Government Money Market | The Fund may not 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 the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law | |
| ||
Calibrated Dividend Growth | Each Fund may not 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 | |
B-3
|
|
|
Current Fundamental Investment Restriction Regarding Lending | ||
| ||
Fund | Policy | |
| ||
Growth and Income Portfolio | The Fund may not lend money or securities to any person except that it may enter into short term repurchase agreements with sellers of securities it has purchased, and it may lend its portfolio securities to registered broker dealers where the loan is 100% secured by cash or its equivalent as long as it complies with regulatory requirements and the Fund deems such loans not to expose the Fund to significant risk (investment in repurchase agreements exceeding seven days and in other illiquid investments is limited to a maximum of 5% of the Fund’s assets) | |
B-4
Appendix C: Audit, Audit-Related, Tax, and Other Fees
The aggregate fees billed to each Fund for the past two fiscal years by Deloitte were as follows:
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Fund | Fiscal Year | Audit | Audit-Related | Tax Fees(3) | All | ||||||||||||||||||||||||||||||
Affiliated Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Affiliated | 10/31/13 | $ | 54,000 | $ | 0 | $ | 7,956 | $ | 0 | ||||||||||||||||||||||||||
| 10/31/14 | 55,600 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Bond Debenture Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Bond Debenture |
|
| 12/31/13 |
|
| 75,500 |
|
| 0 |
|
| 12,013 |
|
| 0 | ||||||||||||||||||||
|
|
| 12/31/14 |
|
| 77,000 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Developing Growth Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Developing Growth | 7/31/14 | 44,300 | 0 | 7,517 | 0 | ||||||||||||||||||||||||||||||
| 7/31/15 | 45,300 | 5,000 | (5) | 7,718 | 0 | |||||||||||||||||||||||||||||
Global Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Emerging Markets Currency |
|
| 12/31/13 |
|
| 60,000 |
|
| 0 |
|
| 11,273 |
|
| 0 | ||||||||||||||||||||
|
|
| 12/31/14 |
|
| 71,500 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Multi-Asset Global | 12/31/13 | 25,000 | 0 | 7,365 | 0 | ||||||||||||||||||||||||||||||
| 12/31/14 | 25,300 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Investment Trust |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Convertible |
|
| 11/30/13 |
|
| 46,000 |
|
| 0 |
|
| 11,278 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 48,700 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Core Fixed Income | 11/30/13 | 46,000 | 0 | 9,280 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 48,700 | 0 | 9,575 | 0 | ||||||||||||||||||||||||||||||
Diversified Equity Strategy |
|
| 11/30/13 |
|
| 25,000 |
|
| 0 |
|
| 7,366 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 25,300 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
High Yield | 11/30/13 | 62,000 | 0 | 11,507 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 65,200 | 0 | 11,687 | 0 | ||||||||||||||||||||||||||||||
Income |
|
| 11/30/13 |
|
| 61,000 |
|
| 0 |
|
| 11,383 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 64,000 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Multi-Asset Balanced Opportunity | 11/30/13 | 25,000 | 0 | 7,509 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 25,300 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Multi-Asset Growth |
|
| 11/30/13 |
|
| 25,000 |
|
| 0 |
|
| 7,433 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 25,300 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Multi-Asset Income | 11/30/13 | 25,000 | 0 | 7,508 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 25,300 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Short Duration Income |
|
| 11/30/13 |
|
| 74,000 |
|
| 0 |
|
| 14,231 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 77,400 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Total Return | 11/30/13 | 48,000 | 0 | 11,357 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 50,900 | 0 | 11,687 | 0 | ||||||||||||||||||||||||||||||
C-1
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Fund | Fiscal Year | Audit | Audit-Related | Tax Fees(3) | All | ||||||||||||||||||||||||||||||
Mid Cap Stock Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Mid Cap Stock |
|
| 12/31/13 |
|
| $ |
| 46,000 |
|
| $ |
| 0 |
|
| $ |
| 7,563 |
|
| $ |
| 0 | ||||||||||||
|
|
| 12/31/14 |
|
| 40,000 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Municipal Income Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
CA Tax Free | 9/30/13 | 34,500 | 0 | 5,908 | 0 | ||||||||||||||||||||||||||||||
| 9/30/14 | 35,400 | 0 | 6,215 | 0 | ||||||||||||||||||||||||||||||
High Yield Municipal |
|
| 9/30/13 |
|
| 53,000 |
|
| 0 |
|
| 6,048 |
|
| 0 | ||||||||||||||||||||
|
|
| 9/30/14 |
|
| 54,300 |
|
| 0 |
|
| 6,215 |
|
| 0 | ||||||||||||||||||||
Intermediate Tax Free | 9/30/13 | 40,000 | 0 | 6,151 | 0 | ||||||||||||||||||||||||||||||
| 9/30/14 | 41,800 | 0 | 6,215 | 0 | ||||||||||||||||||||||||||||||
National Tax Free |
|
| 9/30/13 |
|
| 44,500 |
|
| 0 |
|
| 6,035 |
|
| 0 | ||||||||||||||||||||
|
|
| 9/30/14 |
|
| 45,600 |
|
| 0 |
|
| 6,215 |
|
| 0 | ||||||||||||||||||||
NJ Tax Free | 9/30/13 | 31,500 | 0 | 5,897 | 0 | ||||||||||||||||||||||||||||||
| 9/30/14 | 32,300 | 0 | 6,215 | 0 | ||||||||||||||||||||||||||||||
NY Tax Free |
|
| 9/30/13 |
|
| 34,500 |
|
| 0 |
|
| 5,915 |
|
| 0 | ||||||||||||||||||||
|
|
| 9/30/14 |
|
| 35,400 |
|
| 0 |
|
| 6,215 |
|
| 0 | ||||||||||||||||||||
Research Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Calibrated Dividend Growth | 11/30/13 | 43,000 | 0 | 9,342 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 44,300 | 0 | 9,575 | 0 | ||||||||||||||||||||||||||||||
Growth Opportunities |
|
| 11/30/13 |
|
| 40,500 |
|
| 0 |
|
| 7,398 |
|
| 0 | ||||||||||||||||||||
|
|
| 11/30/14 |
|
| 41,800 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Small Cap Value | 11/30/13 | 43,500 | 0 | 7,547 | 0 | ||||||||||||||||||||||||||||||
| 11/30/14 | 40,000 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Securities Trust |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Alpha Strategy |
|
| 10/31/13 |
|
| 25,000 |
|
| 0 |
|
| 7,451 |
|
| 0 | ||||||||||||||||||||
|
|
| 10/31/14 |
|
| 25,300 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Fundamental Equity | 10/31/13 | 44,500 | 0 | 7,840 | 0 | ||||||||||||||||||||||||||||||
| 10/31/14 | 45,900 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
International Core Equity |
|
| 10/31/13 |
|
| 49,500 |
|
| 0 |
|
| 11,286 |
|
| 0 | ||||||||||||||||||||
|
|
| 10/31/14 |
|
| 50,700 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
International Dividend Income | 10/31/13 | 44,500 | 0 | 11,448 | 0 | ||||||||||||||||||||||||||||||
| 10/31/14 | 46,400 | 0 | 11,687 | 0 | ||||||||||||||||||||||||||||||
International Opportunities |
|
| 10/31/13 |
|
| 49,500 |
|
| 0 |
|
| 11,272 |
|
| 0 | ||||||||||||||||||||
|
|
| 10/31/14 |
|
| 51,500 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Micro Cap Growth | 10/31/13 | 35,500 | 0 | 7,356 | 0 | ||||||||||||||||||||||||||||||
| 10/31/14 | 36,600 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Micro Cap Value |
|
| 10/31/13 |
|
| 35,500 |
|
| 0 |
|
| 7,357 |
|
| 0 | ||||||||||||||||||||
|
|
| 10/31/14 |
|
| 36,600 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Value Opportunities | 10/31/13 | 43,500 | 0 | 7,622 | 0 | ||||||||||||||||||||||||||||||
| 10/31/14 | 45,300 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
C-2
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Fund | Fiscal Year | Audit | Audit-Related | Tax Fees(3) | All | ||||||||||||||||||||||||||||||
Series Fund |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Bond Debenture Portfolio |
|
| 12/31/13 |
|
| $ |
| 47,000 |
|
| $ |
| 0 |
|
| $ |
| 11,305 |
|
| $ |
| 0 | ||||||||||||
|
|
| 12/31/14 |
|
| 48,000 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Calibrated Dividend Growth Portfolio | 12/31/13 | 39,500 | 0 | 9,178 | 0 | ||||||||||||||||||||||||||||||
| 12/31/14 | 40,500 | 0 | 9,575 | 0 | ||||||||||||||||||||||||||||||
Classic Stock Portfolio |
|
| 12/31/13 |
|
| 32,500 |
|
| 0 |
|
| 7,347 |
|
| 0 | ||||||||||||||||||||
|
|
| 12/31/14 |
|
| 33,300 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Fundamental Equity Portfolio | 12/31/13 | 34,500 | 0 | 7,381 | 0 | ||||||||||||||||||||||||||||||
| 12/31/14 | 35,400 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
Growth and Income Portfolio |
|
| 12/31/13 |
|
| 43,500 |
|
| 0 |
|
| 7,323 |
|
| 0 | ||||||||||||||||||||
|
|
| 12/31/14 |
|
| 44,500 |
|
| 0 |
|
| 7,705 |
|
| 0 | ||||||||||||||||||||
Growth Opportunities Portfolio | 12/31/13 | 34,500 | 0 | 7,351 | 0 | ||||||||||||||||||||||||||||||
| 12/31/14 | 35,400 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
International Opportunities Portfolio |
|
| 12/31/13 |
|
| 39,500 |
|
| 0 |
|
| 11,232 |
|
| 0 | ||||||||||||||||||||
|
|
| 12/31/14 |
|
| 40,500 |
|
| 0 |
|
| 11,687 |
|
| 0 | ||||||||||||||||||||
Mid Cap Stock Portfolio | 12/31/13 | 43,500 | 0 | 7,380 | 0 | ||||||||||||||||||||||||||||||
| 12/31/14 | 44,600 | 0 | 7,705 | 0 | ||||||||||||||||||||||||||||||
U.S. Government Money Market |
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
U.S. Government Money Market |
|
| 6/30/14 |
|
| 32,000 |
|
| 0 |
|
| 4,490 |
|
| 0 | ||||||||||||||||||||
|
|
| 6/30/15 |
|
| 32,700 |
|
| 0 |
|
| 4,621 |
|
| 0 | ||||||||||||||||||||
(1) | Consists of fees for audits of each Fund’s annual financial statements. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Consists of fees for assurance and related services reasonably related to the audits of each Fund’s financial statements, but which are not included in the amount for “Audit Fees.” | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | Consists of fees for tax compliance and tax reporting. Fees for the past two fiscal years ended consisted of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, and IRS Forms 1099-MISC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(4) | Consists of any fees for services provided to each Fund not included in the previous columns. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(5) | Consists of fees for professional services relating to Deloitte issuing its consent in connection with the filing of the Fund’s registration statement amendment on Form N-1A. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C-3
The Audit Committee has approved 100% of the services listed in the table above.
The aggregate non-audit fees billed by Deloitte for services rendered to the Funds are shown above in the column titled “All Other Fees.” The aggregate non-audit fees billed by Deloitte for services rendered to Lord Abbett for the past two fiscal years were:
|
|
| |||||
Fiscal Year Ended: | Non-Audit | ||||||
September 30, 2013 | $ | 46,483 | |||||
October 31, 2013 |
|
| 58,103 | ||||
November 30, 2013 | 92,966 | ||||||
December 31, 2013 |
|
| 98,776 | ||||
June 30, 2014 | 5,975 | ||||||
July 31, 2014 |
|
| 17,925 | ||||
September 30, 2014 | 49,717 | ||||||
October 31, 2014 |
|
| 59,750 | ||||
November 30, 2014 | 89,625 | ||||||
December 31, 2014 |
|
| 113,525 | ||||
June 30, 2015 | 5,870 | ||||||
July 31, 2015 |
|
| 17,611 | ||||
(1) | Consists of fees for Independent Services Auditors’ Report on Controls Placed in Operation and Tests of Operating Effectiveness related to Lord Abbett’s Asset Management Services. |
Deloitte did not bill any non-audit fees for services rendered to entities controlling, controlled by, or under common control with Lord Abbett for the past two fiscal years.
C-4
Appendix D: Shares Outstanding on the Record Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fund | Class A | Class B | Class C | Class F | Class I | Class P | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Total |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Affiliated | 364,671,480.028 | 3,072,651.846 | 27,468,367.554 | 10,072,070.777 | 8,417,573.722 | 1,528,859.501 | 45,742.142 | 3,570,458.623 | 627.021 | 625.000 | 625.000 | 418,849,081.214 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bond Debenture | 584,360,957.798 | 12,722,108.583 | 259,522,084.459 | 263,101,494.361 | 51,325,112.614 | 5,016,403.622 | 485,486.078 | 13,655,405.021 | 1,265.523 | 1,272.087 | 1,272.203 | 1,190,192,862.349 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Developing Growth | 49,848,216.989 | 423,081.442 | 5,796,889.700 | 10,259,543.225 | 62,161,656.725 | 1,519,800.504 | 558,513.876 | 12,664,549.278 | 906.761 | 364.431 | 364.431 | 143,233,887.362 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Global Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Markets Currency | 4,550,184.160 | 46,640.572 | 1,270,806.943 | 2,625,505.732 | 94,280,290.860 | 560.944 | 18,119.913 | 78,810.629 | 1,813.087 | 1,816.590 | 1,816.703 | 102,876,366.133 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multi-Asset Global | 15,399,942.563 | 360,097.976 | 4,582,203.038 | 1,150,400.710 | 1,006,833.271 | – | 14,049.141 | 613,325.959 | 867.010 | 860.949 | 3,260,431.362 | 26,389,011.979 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible | 10,863,810.746 | 136,166.519 | 5,134,261.801 | 10,329,866.496 | 39,976,264.102 | 3,994.385 | 22,101.366 | 297,155.130 | 825.848 | 822.368 | 822.368 | 66,766,091.129 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Core Fixed Income | 39,168,467.265 | 526,572.133 | 7,345,721.095 | 36,090,897.602 | 35,017,228.560 | 1,055.756 | 19,421.724 | 2,577,762.220 | 916.839 | 916.946 | 917.035 | 120,749,877.175 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Diversified Equity Strategy | 8,585,957.587 | 256,611.570 | 3,479,402.756 | 215,856.869 | 966,258.857 | – | 13,817.785 | 726,801.631 | 500.801 | 496.771 | 496.771 | 14,246,201.398 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
High Yield | 130,509,990.132 | 1,141,769.685 | 46,536,102.404 | 96,444,375.238 | 275,718,727.154 | 147,758.455 | 617,648.615 | 5,729,709.155 | 1,332.754 | 1,327.628 | 8,322.422 | 556,857,063.642 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income | 395,564,797.294 | 2,324,155.246 | 108,445,364.575 | 181,559,843.351 | 41,526,307.610 | – | 1,613,703.535 | 21,828,702.221 | 3,572.022 | 3,572.443 | 3,572.755 | 752,873,591.052 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multi-Asset Balanced | 137,658,434.525 | 2,168,231.848 | 36,754,750.802 | 7,301,239.605 | 2,737,808.554 | 89,025.430 | 94,365.171 | 3,475,630.517 | 836.399 | 836.491 | 836.491 | 190,281,995.833 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multi-Asset Growth | 50,528,178.807 | 987,106.157 | 14,393,034.890 | 4,518,334.462 | 833,289.351 | 111.475 | 13,921.088 | 1,583,008.817 | 565.988 | 563.380 | 563.380 | 72,858,677.795 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multi-Asset Income | 73,146,754.096 | 366,499.928 | 53,826,811.038 | 36,485,620.015 | 1,450,805.185 | – | 39,663.385 | 1,113,104.033 | 669.094 | 672.768 | 672.768 | 166,431,272.310 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short Duration Income | 2,732,845,864.284 | 4,744,350.667 | 1,665,690,664.924 | 2,549,914,011.386 | 1,044,986,799.439 | – | 4,621,503.158 | 42,141,878.782 | 2,259.435 | 2,264.801 | 38,259,891.367 | 8,083,209,488.243 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Return | 115,020,549.091 | 1,198,650.524 | 19,137,504.183 | 51,804,503.993 | 29,380,576.638 | 282,460.010 | 569,660.084 | 12,416,829.242 | 962.836 | 961.101 | 961.196 | 229,813,618.898 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mid Cap Stock | 46,753,475.662 | 678,918.640 | 9,030,765.341 | 4,789,176.426 | 24,746,773.605 | 3,663,737.128 | 48,024.237 | 1,292,487.066 | 378.315 | 380.581 | 380.581 | 91,004,497.582 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Municipal Income Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CA Tax Free | 17,056,484.374 | – | 3,623,250.008 | 3,328,103.681 | 211,709.197 | – | – | – | – | – | – | 24,219,547.260 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
High Yield Municipal | 98,205,429.116 | – | 34,824,105.852 | 35,429,530.128 | 935,326.281 | 1,176.327 | – | – | – | – | – | 169,395,567.704 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intermediate Tax Free | 147,494,938.835 | 293,995.015 | 52,715,905.953 | 132,979,354.228 | 15,100,213.118 | 1,466.645 | – | – | – | – | – | 348,585,873.794 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
National Tax Free | 125,412,229.509 | 306,575.663 | 15,518,048.272 | 16,065,947.738 | 211,333.836 | – | – | – | – | – | – | 157,514,135.018 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NJ Tax Free | 18,586,373.903 | – | – | 1,270,830.230 | 2,714.787 | – | – | – | – | – | – | 19,859,918.920 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NY Tax Free | 24,874,468.714 | – | 4,892,223.536 | 2,503,200.270 | 98,263.163 | – | – | – | – | – | – | 32,368,155.683 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calibrated Dividend Growth | 106,557,048.142 | 1,675,731.450 | 17,965,013.847 | 7,794,569.473 | 1,179,557.446 | 128,703.450 | 69,578.610 | 1,597,953.791 | 695.963 | 691.563 | 691.563 | 136,970,235.298 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Growth Opportunities | 19,469,654.486 | 485,004.922 | 3,585,549.497 | 961,020.140 | 4,277,807.054 | 204,205.268 | 44,484.856 | 1,397,023.329 | 449.080 | 408.497 | 408.497 | 30,426,015.626 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Small Cap Value | 18,734,675.060 | 116,098.028 | 1,853,053.058 | 972,881.416 | 25,865,758.613 | 2,560,506.834 | 11,988.366 | 236,817.979 | 364.867 | 329.272 | 329.272 | 50,352,802.765 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
D-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fund | Class A | Class B | Class C | Class F | Class I | Class P | Class R2 | Class R3 | Class R4 | Class R5 | Class R6 | Total |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alpha Strategy | 19,590,296.498 | 422,981.771 | 11,717,711.785 | 9,088,236.953 | 1,442,229.421 | – | 83,947.465 | 1,247,502.343 | 313.807 | 309.789 | 309.789 | 43,593,839.621 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fundamental Equity | 159,606,491.926 | 2,628,604.900 | 62,151,259.986 | 37,480,209.608 | 19,881,739.343 | 1,161,493.624 | 866,305.252 | 16,628,445.775 | 739.719 | 735.294 | 735.294 | 300,406,760.721 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
International Core Equity | 27,434,090.190 | 573,830.154 | 3,509,515.867 | 5,199,024.414 | 4,813,773.072 | 8,550.375 | 55,157.688 | 1,551,678.389 | 765.773 | 760.456 | 760.456 | 43,147,906.834 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
International Dividend Income | 120,602,776.200 | – | 21,854,004.049 | 35,943,530.543 | 154,794,895.227 | – | 150,788.185 | 1,735,731.614 | 1,290.323 | 1,285.347 | 1,285.347 | 335,085,586.835 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
International Opportunities | 9,557,826.750 | 199,034.293 | 1,885,518.948 | 5,966,444.628 | 17,123,082.194 | 33,507.391 | 38,549.362 | 472,742.141 | 571.812 | 558.036 | 744.834 | 35,278,580.389 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Micro Cap Growth | 772,009.323 | – | – | – | 7,822,258.289 | – | ��� | – | – | – | – | 8,594,267.612 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Micro Cap Value | 549,328.646 | – | – | – | 4,799,672.678 | – | – | – | – | – | – | 5,349,001.324 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value Opportunities | 57,978,166.140 | 743,102.990 | 20,219,196.771 | 28,630,320.064 | 28,884,703.498 | 2,337,792.050 | 410,594.043 | 6,261,450.692 | 491.933 | 477.783 | 654,171.258 | 146,120,467.222 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
US Government Money Market | 576,591,152.512 | 5,030,841.047 | 67,972,028.402 | – | 24,215,835.588 | – | – | – | – | – | – | 673,809,857.549 |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class VC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bond Debenture Portfolio | 81,060,305.858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calibrated Dividend Growth Portfolio | 7,271,290.258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Classic Stock Portfolio | 3,044,664.689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fundamental Equity Portfolio | 20,473,787.258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Growth and Income Portfolio | 22,304,899.787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Growth Opportunities Portfolio | 8,418,205.470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
International Opportunities Portfolio | 6,181,142.594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mid Cap Stock Portfolio | 14,727,238.918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
D-2
Appendix E: Principal Shareholders
Except as set forth below, to the knowledge of the applicable Fund, as of July 10, 2015 no person is a beneficial owner of more than five percent of the outstanding shares of any class of a Fund.
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Affiliated | Edward Jones & Co. | Class A: 113,153,454.151 | Class A: 30.83% | |||
| Wells Fargo Advisors LLC | Class A: 20,579,002.424 | Class A: 5.61% | |||
| MLPF&S for the Sole Benefit of its | Class C: 6,870,991.119 | Class C: 24.86% | |||
| Morgan Stanley Smith Barney | Class C: 3,353,962.911 | Class C: 12.14% | |||
| Pershing LLC | Class C: 1,399,329.441 | Class C: 5.06% | |||
| Raymond James | Class C: 1,427,390.638 | Class C: 5.16% | |||
| UBS Financial Services Inc. | Class C: 1,796,530.508 | Class C: 6.50% | |||
| Lord Abbett Diversified Equity | Class I: 3,535,648.663 | Class I: 42.08% | |||
| Lord Abbett Multi-Asset Growth Fund | Class I: 2,632,351.983 | Class I: 31.33% | |||
| Hartford Life Separate Account | Class P: 948,755.474 | Class P: 60.98% | |||
| MG Trust Co. Cust | Class R2: 12,520.517 | Class R2: 27.41% | |||
| Michael Fullaway FBO | Class R2: 28,387.186 | Class R2: 62.15% | |||
E-1
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Affiliated | Mid Atlantic Trust Co. FBO | Class R2: 2,847.303 | Class R2: 6.23% | |||
| Lord, Abbett & Co. LLC | Class R4: 626.959 | Class R4: 100.00% | |||
Bond Debenture | Edward Jones & Co. | Class A: 234,217,754.062 | Class A: 40.03% | |||
| National Financial Services LLC | Class A: 30,048,155.906 | Class A: 5.14% | |||
| Pershing LLC | Class A: 48,246,410.412 | Class A: 8.25% | |||
| Wells Fargo Advisors LLC | Class A: 38,518,097.866 | Class A: 6.58% | |||
| MLPF&S for the Sole Benefit of | Class B: 1,758,109.168 | Class B: 13.46% | |||
| Morgan Stanley Smith Barney | Class B: 1,147,048.695 | Class B: 8.78% | |||
| Raymond James | Class C: 26,587,820.213 | Class C: 10.29% | |||
| UBS Financial Services Inc. | Class C: 24,244,171.030 | Class C: 9.38% | |||
| LPL Financial | Class F: 19,706,543.139 | Class F: 7.77% | |||
| Charles Schwab & Co. Inc. | Class I: 4,875,857.829 | Class I: 8.86% | |||
E-2
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Bond Debenture | Mac & Co. | Class I: 4,443,343.131 | Class I: 8.07% | |||
| Matrix Trust Co. Cust. Agent | Class I: 3,504,353.728 | Class I: 6.37% | |||
| Mercer Trust Co. TR | Class I: 5,496,054.594 | Class I: 9.98% | |||
| Hartford Life Separate Account | Class P: 3,649,912.424 | Class P: 71.97% | |||
| Voya Retirement Insurance and | Class P: 296,649.584 | Class P: 5.85% | |||
| Sammons Financial Network LLC | Class R3: 1,085,703.750 | Class R3: 8.14% | |||
| Voya Institutional Trust Co. | Class R3: 5,305,214.067 | Class R3: 39.76% | |||
| Lord, Abbett & Co. LLC | Class R4: 1,251.564 | Class R4: 100.00% | |||
Developing Growth | Edward Jones & Co. | Class A: 3,923,486.195 | Class A: 7.93% | |||
| MLPF&S for the Sole Benefit Of Its | Class A: 4,137,331.138 | Class A: 8.36% | |||
| National Financial Services LLC | Class A: 3,215,103.214 | Class A: 6.50% | |||
| State Street Corp. TTEE | Class A: 2,548,756.468 | Class A: 5.15% | |||
| Pershing LLC | Class B: 28,658.551 | Class B: 6.58% | |||
| Wells Fargo | Class B: 28,602.112 | Class B: 6.57% | |||
E-3
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Developing Growth | LPL Financial | Class C: 611,008.993 | Class C: 10.45% | |||
| Morgan Stanley Smith Barney | Class C: 918,519.302 | Class C: 15.70% | |||
| UBS Financial Services Inc. FBO | Class C: 444,748.606 | Class C: 7.60% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 9,917,400.310 | Class I: 16.18% | |||
| AUL American Unit Investment Trust | Class P: 118,364.954 | Class P: 7.66% | |||
| AUL Group Retirement Annuity | Class P: 117,059.586 | Class P: 7.58% | |||
| Reliance Trust Co. | Class P: 314,007.594 | Class P: 20.33% | |||
| Voya Retirement Insurance and | Class P: 329,099.747 | Class P: 21.31% | |||
| NFS LLC FEBO | Class R2: 111,244.238 | Class R2: 18.73% | |||
| NFS LLC FEBO | Class R2: 64,939.379 | Class R2: 10.94% | |||
| Pims/Prudential Retirement Plan | Class R2: 32,252.703 | Class R2: 5.43% | |||
| Reliance Trust Co. Custodian | Class R2: 56,646.504 | Class R2: 9.54% | |||
| DCGT Trustee & or Custodian | Class R3: 1,201,153.240 | Class R3: 9.59% | |||
| Hartford Life Separate Account | Class R3: 3,486,998.543 | Class R3: 27.84% | |||
| New York Life Trust Co. | Class R3: 635,376.876 | Class R3: 5.07% | |||
E-4
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Developing Growth | Lord, Abbett & Co. LLC | Class R4: 409.836 | Class R4: 100.00% | |||
Emerging Markets Currency | Edward Jones & Co. | Class A: 1,257,592.972 | Class A: 26.99% | |||
| MLPF&S | Class A: 271,079.713 | Class A: 5.82% | |||
| National Financial Services LLC | Class A: 1,005,223.010 | Class A: 21.57% | |||
| Pershing LLC | Class A: 233,267.327 | Class A: 5.01% | |||
| Edward Ruiz MD PC | Class B: 3,932.354 | Class B: 8.37% | |||
| G Lombardi Inc. | Class B: 3,464.131 | Class B: 7.38% | |||
| Raymond James | Class B: 4,203.170 | Class B: 8.95% | |||
| Wells Fargo | Class B: 6,348.881 | Class B: 13.52% | |||
| Morgan Stanley Smith Barney | Class C: 159,827.575 | Class C: 12.08% | |||
| UBS Financial Services, Inc. | Class C: 67,999.257 | Class C: 5.14% | |||
| Charles Schwab & Co. Inc. | Class F: 246,449.216 | Class F: 9.04% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 38,826,368.836 | Class I: 41.58% | |||
| Lord Abbett Multi-Asset Global | Class I: 9,397,134.083 | Class I: 10.06% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 43,403,634.822 | Class I: 46.48% | |||
E-5
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Emerging Markets Currency | Reliance Trust Co. | Class P: 536.326 | Class P: 95.83% | |||
| Mid Atlantic Trust Co. | Class R2: 3,303.320 | Class R2: 18.45% | |||
| Ascensus Trust Co. | Class R3: 5,041.298 | Class R3: 6.22% | |||
| Counsel Trust DBA MATC | Class R3: 5,480.650 | Class R3: 6.76% | |||
| Health Care Technology Trust | Class R3: 12,897.964 | Class R3: 15.91% | |||
| Leaders Financial Company | Class R3: 6,712.054 | Class R3: 8.28% | |||
| Mid Atlantic Trust Co. | Class R3: 4,560.651 | Class R3: 5.63% | |||
| Lord, Abbett & Co. LLC | Class R4: 1,808.318 | Class R4: 100.00% | |||
Multi-Asset Global | Edward D. Jones & Co. | Class A: 7,556,739.860 | Class A: 51.18% | |||
| Pershing LLC | Class A: 915,765.246 | Class A: 6.20% | |||
| Wells Fargo | Class B: 22,915.839 | Class B: 6.44% | |||
| MLPF&S | Class C: 372,471.878 | Class C: 8.46% | |||
| Morgan Stanley Smith Barney | Class C: 326,775.049 | Class C: 7.42% | |||
E-6
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Multi-Asset Global | LPL Financial | Class F: 172,605.459 | Class F: 15.57% | |||
| Raymond James | Class F: 170,257.786 | Class F: 15.33% | |||
| UBS Financial Services, Inc. | Class F: 148,085.083 | Class F: 13.34% | |||
| The Dow Foundation | Class I: 632,947.056 | Class I: 64.63% | |||
| Counsel Trust DBA MATC | Class R2: 9,642.165 | Class R2: 71.30% | |||
| Lord, Abbett & Co., LLC | Class R2: 1,104.245 | Class R2: 8.17% | |||
| Mid Atlantic Trust Co | Class R2: 2,257.03 | Class R2: 16.69% | |||
| David Demaio & Pam Demaio | Class R3: 47,077.669 | Class R3: 7.91% | |||
| Hartford Life Separate Account | Class R3: 111,104.604 | Class R2: 18.67% | |||
| Washington Suburban Sanitary | Class R6: 3,144,536.453 | Class R6: 99.97% | |||
Convertible | Edward D. Jones & Co. | Class A: 1,579,565.475 | Class A: 14.22% | |||
| MLPF&S | Class A: 612,212.940 | Class A: 5.51% | |||
| Morgan Stanley Smith Barney | Class A: 1,760.887.535 | Class A: 15.85% | |||
| National Financial Services LLC | Class A: 1,341,277.219 | Class A: 12.07% | |||
E-7
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Convertible | Pershing LLC | Class A: 1,879,556.213 | Class A: 16.92% | |||
| Wells Fargo Advisors LLC | Class A: 846,370.583 | Class A: 7.62% | |||
| LPL Financial | Class B: 11,479.348 | Class B: 8.42% | |||
| UBS Financial Services, Inc. | Class C: 373,345.339 | Class C: 7.15% | |||
| Raymond James | Class F: 598,939.782 | Class F: 5.91% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 18,941,030.394 | Class I: 47.52% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 20,405,337.225 | Class I: 51.19% | |||
| Lord, Abbett & Co. LLC | Class P: 1,727.923 | Class P: 36.99% | |||
| Matrix Trust Co. Custodian | Class P: 2,268.321 | Class P: 48.56% | |||
| Reliance Trust Co. Custodian | Class P: 659.399 | Class P: 14.12% | |||
| Sammons Financial Network LLC | Class R3: 186,203.758 | Class R3: 63.69% | |||
Core Fixed Income | Edward D. Jones & Co. | Class A: 22,709,511.475 | Class A: 57.93% | |||
| MLPF&S | Class A: 2,947,719.982 | Class A: 7.52% | |||
E-8
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Core Fixed Income | National Financial Services LLC | Class A: 3,479,233.979 | Class A: 8.88% | |||
| Pershing LLC | Class B: 37,790.227 | Class B: 6.95% | |||
| Wells Fargo Advisors LLC | Class B: 54,087.941 | Class B: 9.94% | |||
| Charles Schwab & CO. Inc. | Class C: 372,057.248 | Class C: 5.02% | |||
| Morgan Stanley Smith Barney | Class C: 528,899.923 | Class C: 7.14% | |||
| Raymond James | Class C: 376,418.054 | Class C: 5.08% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 7,306,970.938 | Class I: 20.25% | |||
| Lord Abbett Multi-Asset Growth Fund | Class I: 3,251,865.696 | Class I: 9.01% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 7,477,228.557 | Class I: 20.72% | |||
| Mac & Co. | Class I: 3,804,851.594 | Class I: 10.54% | |||
| Mac & Co. | Class I: 6,453,688.716 | Class I: 17.89% | |||
| Steamfitters Industry Security | Class I: 2,904,097.148 | Class I: 8.05% | |||
| Matrix Trust Co. Custodian | Class P: 1,034.943 | Class P: 98.21% | |||
E-9
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Core Fixed Income | Voya Retirement Insurance and | Class R3: 1,448,103.685 | Class R3: 57.01% | |||
| Lord, Abbett & Co. LLC | Class R4: 914.913 | Class R4: 100.00% | |||
Diversified Equity | Edward D. Jones & Co. | Class A: 4,692,080.462 | Class A: 54.47% | |||
| Pershing LLC | Class B: 13,447,918 | Class B: 5.01% | |||
| MLPF&S | Class C: 183,442.216 | Class C: 5.25% | |||
| Raymond James | Class C: 370,691.298 | Class C: 10.61% | |||
| LPL Financial | Class F: 91,603.818 | Class F: 42.77% | |||
| UBS Financial Services Inc. | Class F: 34,507.861 | Class F: 16.11% | |||
| The Dow Foundation | Class I: 802,985.349 | Class I: 83.12% | |||
| Bryan Jensen FBO | Class R2: 5,704.881 | Class R2: 41.48% | |||
| Jean Ann Hartzell Minzey FBO | Class R2: 3,341.151 | Class R2: 24.29% | |||
| Stephanie Nix-Wille Jon Nix FBO | Class R2: 4,504.124 | Class R2: 32.75% | |||
| Hartford Life Separate Account | Class R3: 128,197.684 | Class R3: 17.33% | |||
| Lord, Abbett & Co. LLC | Class R4: 500.751 | Class R4: 100.00% | |||
High Yield | Edward D. Jones & Co. | Class A: 16,236,014.886 | Class A: 12.50% | |||
E-10
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
High Yield | National Financial Services LLC | Class A: 19,497,865.695 | Class A: 15.01% | |||
| Pershing LLC | Class A: 15,976,654.295 | Class A: 12.30% | |||
| Wells Fargo Advisors LLC | Class A: 9,059,009.141 | Class A: 6.97% | |||
| MLPF&S | Class B: 74,741.913 | Class B: 6.34% | |||
| Morgan Stanley Smith Barney | Class B: 89,099.131 | Class B: 7.55% | |||
| LPL Financial | Class C: 3,477,064.967 | Class C: 7.48% | |||
| Raymond James | Class C: 3,693,420.265 | Class C: 7.95% | |||
| UBS Financial Services Inc. | Class F: 18,613,641.817 | Class F: 20.15% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 66,164,030.182 | Class I: 24.02% | |||
| Lord Abbett Multi-Asset Growth Fund | Class I: 38,236,141.386 | Class I: 13.88% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 110,007,836.957 | Class I: 39.94% | |||
| Matrix Trust Company as Agent FBO | Class P: 30,779.549 | Class P: 21.21% | |||
| Mid Atlantic Trust Co. | Class P: 101,886.135 | Class P: 70.22% | |||
| Reliance Trust Co. Custodian FBO | Class R3: 1,012,605.091 | Class R3: 18.10% | |||
E-11
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
High Yield | Sammons Financial Network LLC | Class R3: 788,441.312 | Class R3: 14.10% | |||
| Lord, Abbett & Co. LLC | Class R4: 1,326.260 | Class R4: 100.00% | |||
Income | Charles Schwab & Co. Inc. | Class A: 23,437,228.215 | Class A: 5.85% | |||
| Edward D. Jones & Co. | Class A: 75,464,070.808 | Class A: 18.84% | |||
| MLPF&S | Class A: 37,646,493.637 | Class A: 9.40% | |||
| National Financial Services LLC | Class A: 45,057,470.560 | Class A: 11.25% | |||
| Pershing LLC | Class A: 38,923,722.244 | Class A: 9.72% | |||
| Wells Fargo Advisors LLC | Class A: 25,625,817.650 | Class A: 6.40% | |||
| Morgan Stanley Smith Barney | Class C: 12,197,990.545 | Class C: 11.10% | |||
| Raymond James | Class C: 6,415,021.301 | Class C: 5.84% | |||
| UBS Financial Services Inc. | Class C: 5,926,576.344 | Class C: 5.39% | |||
| Fifth Third Bank TR | Class I: 4,934,919.539 | Class I: 12.37% | |||
| TD Ameritrade Trust Co. | Class I: 2,912,197.583 | Class I: 7.30% | |||
| CBNA Custodian | Class R2: 684,102.081 | Class R2: 41.48% | |||
E-12
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Income | DCGT Trustee & or Custodian | Class R3: 1,976,436.945 | Class R3: 9.05% | |||
| Pims/Prudential Retirement Plan | Class R3: 1,207,419.075 | Class R3: 5.53% | |||
| Pims/Prudential Retirement Plan | Class R3: 5,308,202.527 | Class R3: 24.29% | |||
| Sammons Financial Network LLC | Class R3: 3,644,118.085 | Class R3: 16.68% | |||
| State Street Corporation | Class R3: 1,228,966.310 | Class R3: 5.62% | |||
| Lord, Abbett & Co. LLC | Class R4: 3,558.719 | Class R4: 100.00% | |||
Multi-Asset Balanced | Edward D. Jones & Co. | Class A: 87,688,373.002 | Class A: 64.51% | |||
| Wells Fargo Advisors LLC | Class B: 132,021.003 | Class B: 5.90% | |||
| MLPF&S | Class C: 3,125,768.979 | Class C: 8.72% | |||
| Morgan Stanley Smith Barney | Class C: 2,363,599.668 | Class C: 6.59% | |||
| National Financial Services LLC | Class C: 1,902,859.940 | Class C: 5.31% | |||
| Pershing LLC | Class C: 2,783,741.792 | Class C: 7.77% | |||
| Raymond James | Class C: 2,721,851.836 | Class C: 7.59% | |||
| LPL Financial | Class F: 900,164.107 | Class F: 12.52% | |||
E-13
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Multi-Asset Balanced | Mac & Co. | Class I: 1,573,789.072 | Class I: 57.03% | |||
| Wells Fargo Bank | Class I: 385,329.716 | Class I: 13.96% | |||
| Arch Auto Parts Holding Co. Inc. | Class P: 12,463.648 | Class P: 13.91% | |||
| Latha Ravi & Kumar Ravi | Class P: 9,422.076 | Class P: 10.52% | |||
| Reliance Trust Company | Class P: 20,958.676 | Class P: 23.39% | |||
| Robert L. Lilley Co. LPA 401K PSP | Class P: 7,204.432 | Class P: 8.04% | |||
| Star Multi Care Services Inc. | Class P: 6,289.525 | Class P: 7.02% | |||
| Tyler Area Chamber of Commerce | Class P: 13,639.775 | Class P: 15.22% | |||
| Vincent J. Ciecka 401K Plan | Class P: 4,706.085 | Class P: 5.25% | |||
| Charles M. Ponder III | Class R2: 26,616.056 | Class R2: 27.91% | |||
| Mid Atlantic Trust Co. | Class R2: 21,186.079 | Class R2: 22.21% | |||
| Mid Atlantic Trust Co. | Class R2: 19,457.118 | Class R2: 20.40% | |||
| Mid Atlantic Trust Company | Class R2: 4,811.570 | Class R2: 5.04% | |||
E-14
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Multi-Asset Balanced | Mid Atlantic Trust Company | Class R2: 9,575.299 | Class R2: 10.04% | |||
| Hartford Life Separate Account | Class R3: 551,137.323 | Class R3: 16.19% | |||
| Lord, Abbett & Co. LLC | Class R4: 835.422 | Class R4: 100.00% | |||
Multi-Asset Growth | Edward D. Jones & Co. | Class A: 31,930,518.770 | Class A: 63.80% | |||
| MLPF&S | Class C: 1,398,358.604 | Class C: 9.80% | |||
| Morgan Stanley Smith Barney | Class C: 900,662.506 | Class C: 6.31% | |||
| Pershing LLC | Class C: 961,233.081 | Class C: 6.74% | |||
| Raymond James | Class C: 1,222,431.425 | Class C: 8.57% | |||
| Wells Fargo Advisors LLC | Class C: 1,450,052.116 | Class C: 10.16% | |||
| LPL Financial | Class F: 245,489.032 | Class F: 5.73% | |||
| UBS Financial Services Inc. | Class F: 320,550.744 | Class F: 7.48% | |||
| Great-West Trust Co. LLC | Class I: 83,291.268 | Class I: 9.90% | |||
| Matrix Trust Company as Agent | Class I: 47,357.618 | Class I: 5.63% | |||
| The Dow Foundation | Class I: 435,153.895 | Class I: 51.71% | |||
E-15
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Multi-Asset Growth | Lord, Abbett & Co. LLC | Class P: 107.427 | Class P: 96.37% | |||
| Jean Ann Hartzell Minzey | Class R2: 7,027.172 | Class R2: 50.92% | |||
| MG Trust Company Custodian | Class R2: 1,139.651 | Class R2: 8.26% | |||
| Mid Atlantic Trust Company FBO | Class R2: 4,469.160 | Class R2: 32.38% | |||
| Hartford Life Separate Account | Class R3: 293,335.974 | Class R3: 18.54% | |||
Multi-Asset Income | Edward D. Jones & Co. | Class A: 15,920,506.829 | Class A: 21.69% | |||
| LPL Financial | Class A: 3,900,018.057 | Class A: 5.31% | |||
| MLPF&S | Class A: 3,740,987.512 | Class A: 5.10% | |||
| National Financial Services LLC | Class A: 7,573,681.416 | Class A: 10.32% | |||
| Pershing LLC | Class A: 9,602,433.926 | Class A: 13.08% | |||
| Wells Fargo Advisors LLC | Class A: 7,874,271.721 | Class A: 10.73% | |||
| Morgan Stanley Smith Barney | Class C: 5,185,431.969 | Class C: 9.64% | |||
| Raymond James | Class C: 4,143,949.792 | Class C: 7.70% | |||
E-16
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Multi-Asset Income | UBS Financial Services Inc. | Class F: 3,065,634.058 | Class F: 8.30% | |||
| Charles Schwab & Co. Inc. | Class I: 534,698.821 | Class I: 36.75% | |||
| Mid Atlantic Trust Co. FBO | Class R2: 2,160.596 | Class R2: 5.21% | |||
| Hartford Life Separate Account | Class R3: 85,929.180 | Class R3: 8.05% | |||
| Sammons Financial Network LLC | Class R3: 203,895.478 | Class R3: 19.11% | |||
| Voya Institutional Trust Co. | Class R3: 139,384.547 | Class R3: 13.06% | |||
| Lord, Abbett & Co. LLC | Class R4: 667.557 | Class R4: 100.00% | |||
Short Duration Income | Edward D. Jones & Co. | Class A: 240,020,955.175 | Class A: 8.76% | |||
| Charles Schwab & Co. Inc. | Class A: 216,947,397.665 | Class A: 7.92% | |||
| MLPF&S | Class A: 283,366,322.481 | Class A: 10.35% | |||
| Morgan Stanley Smith Barney | Class A: 221,912,349.569 | Class A: 8.10% | |||
| National Financial Services LLC | Class A: 273,204,765.673 | Class A: 9.98% | |||
| Pershing LLC | Class A: 396,061,824.733 | Class A: 14.46% | |||
| Wells Fargo Advisors LLC | Class A: 272,846,679.341 | Class A: 9.96% | |||
E-17
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Short Duration Income | UBS Financial Services Inc. | Class A: 149,599,026.242 | Class A: 5.46% | |||
| Raymond James | Class C: 109,435,505.316 | Class C: 6.53% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 138,133,727.295 | Class I: 13.04% | |||
| DCGT Trustee & or Custodian | Class R3: 10,200,674.467 | Class R3: 25.53% | |||
| Sammons Financial Network LLC | Class R3: 11,031,648.904 | Class R3: 27.61% | |||
| Lord, Abbett & Co. LLC | Class R4: 2,252.252 | Class R4: 100.00% | |||
Total Return | Edward D. Jones & Co. | Class A: 51,892,161.367 | Class A: 45.15% | |||
| MLPF&S | Class A: 14,781,022.992 | Class A: 12.86% | |||
| Wells Fargo Advisors LLC | Class B: 212,261.436 | Class B: 17.33% | |||
| Morgan Stanley Smith Barney | Class C: 1,082,621.878 | Class C: 5.64% | |||
| Pershing LLC | Class C: 1,432,836.190 | Class C: 7.46% | |||
| UBS Financial Services Inc. | Class C: 1,140,010.157 | Class C: 5.94% | |||
| Raymond James | Class F: 3,051,263.908 | Class F: 5.16% | |||
E-18
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Total Return | Charles Schwab & Co. Inc. | Class I: 2,800,454.282 | Class I: 9.75% | |||
| MAC & Co. | Class I: 4,536,823.960 | Class I: 15.80% | |||
| National Financial Services LLC | Class I: 5,178,163.896 | Class I: 18.03% | |||
| Wells Fargo Bank | Class I: 2,919,111.794 | Class I: 10.17% | |||
| Great-West Trust Co. LLC | Class P: 35,866.536 | Class P: 12.86% | |||
| Hartford Life Separate Account | Class P: 24,445.529 | Class P: 8.76% | |||
| Reliance Trust Company | Class P: 164,593.882 | Class P: 59.01% | |||
| Reliance Trust Co. Custodian | Class P: 27,549.490 | Class P: 9.88% | |||
| Emjayco | Class R2: 44,190.093 | Class R2: 7.91% | |||
| Matrix Trust Co. Custodian | Class R2: 40,745.194 | Class R2: 7.29% | |||
| PAI Trust Company, Inc. | Class R2: 29,242.077 | Class R2: 5.23% | |||
| Hartford Life Separate Account | Class R3: 3,945,607.495 | Class R3: 34.46% | |||
| NFS LLC FEO State Street Bank Trust | Class R3: 1,703,779.607 | Class R3: 14.88% | |||
E-19
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Total Return | Lord, Abbett & Co. LLC | Class R4: 960.615 | Class R4: 100.00% | |||
Mid Cap Stock | Edward Jones & Co. | Class A: 13,736,458.921 | Class A: 29.13% | |||
| MLPF&S for the Sole Benefit | Class A: 3,532,402.859 | Class A: 7.49% | |||
| National Financial Services LLC | Class A: 2,528,555.697 | Class A: 5.36% | |||
| Wells Fargo | Class A: 2,733,136.439 | Class A: 5.80% | |||
| Morgan Stanley Smith Barney | Class C: 1,180,866.369 | Class C: 12.97% | |||
| UBS Financial Services Inc. FBO | Class C: 687,803.838 | Class C: 7.55% | |||
| Raymond James | Class F: 344,902.225 | Class F: 7.17% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 9,294,389.233 | Class I: 37.68% | |||
| Lord Abbett Multi-Asset Growth Fund | Class I: 7,892,368.233 | Class I: 32.00% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 3,261,468.279 | Class I: 13.22% | |||
| Hartford Life Separate Account 401 | Class P: 2,301,290.526 | Class P: 62.29% | |||
| NFS LLC | Class P: 336,913.992 | Class P: 9.12% | |||
| Reliance Trust Co. Custodian | Class P: 210,733.789 | Class P: 5.70% | |||
E-20
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Mid Cap Stock | Michael Fullaway FBO | Class R2: 14,624.073 | Class R2: 30.00% | |||
| Timothy Perkins FBO | Class R2: 2,843.658 | Class R2: 5.83% | |||
| Lord, Abbett & Co. LLC | Class R4: 378.215 | Class R4: 100.00% | |||
CA Tax Free | Charles Schwab & Company Inc. | Class A: 991,796.910 | Class A: 5.80% | |||
| Edward Jones & Co. | Class A: 3,027,646.530 | Class A: 17.70% | |||
| MLPF&S | Class A: 1,229,186.561 | Class A: 7.19% | |||
| Morgan Stanley Smith Barney | Class A: 2,114,118.204 | Class A: 12.36% | |||
| Pershing LLC | Class A: 1,148,614.510 | Class A: 6.71% | |||
| UBS Financial Services Inc. | Class A: 1,383,365.228 | Class A: 8.09% | |||
| Wells Fargo Advisers | Class A: 2,791,018.273 | Class A: 16.32% | |||
| LPL Financial | Class F: 381,432.977 | Class F: 11.30% | |||
High Yield Municipal | Edward Jones & Co. | Class A: 30,777,735.675 | Class A: 30.73% | |||
| MLPF&S | Class A: 8,809,556.738 | Class A: 8.80% | |||
| Morgan Stanley Smith Barney | Class A: 7,732,864.027 | Class A: 7.72% | |||
| Pershing LLC | Class A: 5,783,166.040 | Class A: 5.77% | |||
E-21
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
High Yield Municipal | Robert S. Dow | Class A: 5,329,502.519 | Class A: 5.32% | |||
| UBS Financial Services Inc. | Class A: 8,247,002.959 | Class A: 8.23% | |||
| Wells Fargo Advisers | Class A: 8,576,430.088 | Class A: 8.56% | |||
| Raymond James | Class C: 2,442,973.887 | Class C: 6.96% | |||
| National Financial Services | Class F: 1,976,407.105 | Class F: 5.62% | |||
| Charles Schwab & Company Inc. | Class I: 262,996.467 | Class I: 26.64% | |||
| Lord, Abbett & Co. LLC | Class P: 1,167.629 | Class P: 99.64% | |||
Intermediate Tax Free | Edward Jones & Co. | Class A: 28,856,618.550 | Class A: 19.67% | |||
| MLPF&S | Class A: 27,330,242.348 | Class A: 18.63% | |||
| Morgan Stanley Smith Barney | Class A: 12,074,637.546 | Class A: 8.23% | |||
| National Financial Services | Class A: 10,122,706.687 | Class A: 6.90% | |||
| Pershing LLC | Class A: 13,390,955.967 | Class A: 9.13% | |||
| UBS Financial Services Inc. | Class A: 8,682,251.216 | Class A: 5.92% | |||
| Wells Fargo Advisers | Class A: 17,600,407.604 | Class A: 12.00% | |||
| Charles Schwab & Company Inc. | Class I: 6,296,430.643 | Class I: 42.40% | |||
| Citi Private Bank | Class I: 1,494,419.088 | Class I: 10.06% | |||
E-22
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Intermediate Tax Free | SEI Private Trust Company | Class I: 1,153,750.653 | Class I: 7.77% | |||
| Lord, Abbett & Co. LLC | Class P: 1,457.494 | Class P: 99.59% | |||
National Tax Free | Edward Jones & Co. | Class A: 53,784,190.192 | Class A: 42.68% | |||
| MLPF&S | Class A: 8,431,017.482 | Class A: 6.69% | |||
| Morgan Stanley Smith Barney | Class A: 8,139,066.097 | Class A: 6.46% | |||
| Pershing LLC | Class A: 6,352,579.934 | Class A: 5.04% | |||
| Wells Fargo Advisers | Class A: 9,079,583.388 | Class A: 7.20% | |||
| UBS Financial Services Inc. | Class B: 18,324.885 | Class B: 5.90% | |||
| Raymond James | Class C: 796,712.995 | Class C: 5.08% | |||
| LPL Financial | Class F: 926,675.733 | Class F: 5.79% | |||
| National Financial Services | Class F: 1,639,084.937 | Class F: 10.23% | |||
| FOLIOfn Investments Inc. | Class I: 14,043.069 | Class I: 6.84% | |||
| TD Ameritrade | Class I: 44,680.608 | Class I: 21.76% | |||
| TD Ameritrade | Class I: 17,870.956 | Class I: 8.70% | |||
| TD Ameritrade | Class I: 17,870.956 | Class I: 8.70% | |||
E-23
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
National Tax Free | TD Ameritrade | Class I: 22,339.231 | Class I: 10.88% | |||
| TD Ameritrade | Class I: 17,744.689 | Class I: 8.64% | |||
NJ Tax Free | Edward Jones & Co. | Class A: 1,300,797.344 | Class A: 6.89% | |||
| MLPF&S | Class A: 1,128,223.219 | Class A: 5.98% | |||
| Morgan Stanley Smith Barney | Class A: 3,432,297.906 | Class A: 18.19% | |||
| Pershing LLC | Class A: 1,486,588.456 | Class A: 7.88% | |||
| UBS Financial Services Inc. | Class A: 1,216,579.352 | Class A: 6.45% | |||
| Wells Fargo Advisers | Class A: 1,857,346.915 | Class A: 9.84% | |||
| Lord, Abbett & Co. LLC | Class I: 2,695.014 | Class I: 99.58% | |||
NY Tax Free | MLPF&S | Class A: 2,841,612.343 | Class A: 11.59% | |||
| Morgan Stanley Smith Barney | Class A: 2,205,582.970 | Class A: 8.99% | |||
| National Financial Services | Class A: 1,656,650.436 | Class A: 6.76% | |||
| Pershing LLC | Class A: 6,357,191.930 | Class A: 25.93% | |||
| Wells Fargo Advisers | Class A: 2,661,780.233 | Class A: 10.86% | |||
| UBS Financial Services Inc. | Class C: 340,172.763 | Class C: 6.95% | |||
| SEI Private Trust Company | Class I: 57,551.624 | Class I: 88.98% | |||
|
|
|
|
|
| |
E-24
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Calibrated Dividend Growth | Edward Jones & Co. | Class A: 72,144,020.388 | Class A: 66.97% | |||
| MLPF&S | Class C: 2,840,512.033 | Class C: 15.60% | |||
| Morgan Stanley Smith Barney | Class C: 2,031,685.246 | Class C: 11.16% | |||
| Pershing LLC | Class C: 1,891,266.452 | Class C: 10.39% | |||
| Raymond James | Class C: 1,332,724.009 | Class C: 7.32% | |||
| Wells Fargo Advisers | Class C: 2,023,675.396 | Class C: 11.12% | |||
| LPL Financial | Class F: 659,682.254 | Class F: 8.33% | |||
| UBS Financial Services Inc. | Class F: 771,545.003 | Class F: 9.74% | |||
| DCGT Trustee | Class I: 90,161.462 | Class I: 7.63% | |||
| SEI Private Trust Company | Class I: 67,527.464 | Class I: 5.72% | |||
| Wells Fargo Bank | Class I: 142,988.439 | Class I: 12.10% | |||
| Hartford Life Separate Account | Class P: 120,097.133 | Class P: 81.38% | |||
| MG Trust Company | Class P: 9,916.434 | Class P: 6.72% | |||
| Mid Atlantic Trust Company | Class R2: 6,252.150 | Class R2: 8.70% | |||
| Mid Atlantic Trust Company | Class R2: 4,052.668 | Class R2: 5.64% | |||
E-25
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Calibrated Dividend Growth | NFS LLC | Class R2: 11,652.613 | Class R2: 16.21% | |||
| Lord, Abbett & Co. LLC | Class R4: 695.894 | Class R4: 100.00% | |||
Growth Opportunities | Edward Jones & Co. | Class A: 8,295,364.244 | Class A: 42.48% | |||
| Wells Fargo Advisers | Class B: 25,327.570 | Class B: 5.05% | |||
| MLPF&S | Class C: 385,593.029 | Class C: 10.80% | |||
| Morgan Stanley Smith Barney | Class C: 343,460.919 | Class C: 9.62% | |||
| Pershing LLC | Class C: 206,117.840 | Class C: 5.77% | |||
| UBS Financial Services Inc. | Class C: 244,971.087 | Class C: 6.86% | |||
| LPL Financial | Class F: 69,013.690 | Class F: 7.26% | |||
| Raymond James | Class F: 124,950.581 | Class F: 13.15% | |||
| Lord Abbett Diversified Equity | Class I: 1,744,066.051 | Class I: 40.65% | |||
| Saxon & Co. | Class I: 2,172,081.569 | Class I: 50.62% | |||
| Hartford Life Separate Account | Class P: 77,720.567 | Class P: 38.09% | |||
| Voya Institutional Trust Company | Class P: 34,897.795 | Class P: 17.10% | |||
| Voya Retirement Insurance and | Class P: 68,944.064 | Class P: 33.79% | |||
| Emjayco | Class R2: 3,794.888 | Class R2: 8.59% | |||
E-26
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Growth Opportunities | Reliance Trust Company | Class R2: 3,821.248 | Class R2: 8.65% | |||
| Capital Bank & Trust Company | Class R3: 74,239.135 | Class R3: 5.36% | |||
| Lord, Abbett & Co. LLC | Class R4: 449.035 | Class R4: 100.00% | |||
Small Cap Value | Edward Jones & Co. | Class A: 2,993,297.740 | Class A: 15.77% | |||
| MLPF&S | Class A: 1,569,248.115 | Class A: 8.27% | |||
| National Financial Services | Class A: 1,580,706.115 | Class A: 8.33% | |||
| Voya Retirement Insurance and | Class A: 1,179,757.823 | Class A: 6.22% | |||
| Morgan Stanley Smith Barney | Class C: 229,308.640 | Class C: 12.24% | |||
| Raymond James | Class C: 127,318.001 | Class C: 6.80% | |||
| UBS Financial Services Inc. | Class C: 133,112.107 | Class C: 7.10% | |||
| Wells Fargo Advisers | Class C: 164,955.213 | Class C: 8.80% | |||
| SEI Private Trust Company | Class F: 74,274.491 | Class F: 7.61% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 8,858,223.278 | Class I: 33.71% | |||
| Mac & Company | Class I: 2,865,549.180 | Class I: 10.90% | |||
| Texasavers 401(k) Plan | Class I: 3,931,290.397 | Class I: 14.96% | |||
E-27
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Small Cap Value | Texasavers 457 Plan | Class I: 1,511,825.245 | Class I: 5.75% | |||
| The Vanguard Fiduciary Trust Company | Class I: 1,910,680.618 | Class I: 7.27% | |||
| Hartford Life Separate Account | Class P: 895,473.025 | Class P: 31.52% | |||
| Reliance Trust Company | Class P: 386,422.824 | Class P: 13.60% | |||
| Voya Institutional Trust Company | Class P: 375,574.390 | Class P: 13.22% | |||
| Wells Fargo Bank | Class P: 214,962.749 | Class P: 7.57% | |||
| Mid Atlantic Trust Company | Class R2: 1,103.233 | Class R2: 9.57% | |||
| Mid Atlantic Trust Company | Class R2: 1,034.756 | Class R2: 8.97% | |||
| AUL Group Retirement Annuity | Class R3: 18,431.379 | Class R3: 7.46% | |||
| Lord, Abbett & Co. LLC | Class R4: 364.830 | Class R4: 100.00% | |||
Alpha Strategy | Edward Jones & Co. | Class A: 5,628,851.721 | Class A: 28.71% | |||
| MLPF&S for the Sole Benefit Of Its | Class A: 1,320,839.892 | Class A: 6.74% | |||
| Pershing LLC | Class A: 1,241,929.176 | Class A: 6.33% | |||
| Morgan Stanley Smith Barney | Class B: 27,951.270 | Class B: 6.50% | |||
E-28
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Alpha Strategy | Wells Fargo Advisors LLC | Class B: 21,710.886 | Class B: 5.05% | |||
| Raymond James | Class C: 1,458,606.984 | Class C: 12.43% | |||
| UBS Financial Services Inc. FBO | Class C: 705,989.986 | Class C: 6.02% | |||
| LPL Financial | Class F: 541,112.682 | Class F: 6.03% | |||
| Charles Schwab & Co. Inc. | Class I: 346,466.834 | Class I: 24.61% | |||
| Matrix Trust Company FBO | Class I: 104,270.511 | Class I: 7.41% | |||
| The Dow Foundation | Class I: 685,409.787 | Class I: 48.68% | |||
| Ascensus Trust Co. FBO | Class R2: 6,069.292 | Class R2: 7.09% | |||
| Hartford Life Separate Account 401 | Class R3: 194,608.749 | Class R3: 15.54% | |||
| State Street Corp. TTEE | Class R3: 199,438.344 | Class R3: 15.93% | |||
| Lord, Abbett & Co. LLC | Class R4: 313.775 | Class R4: 100.00% | |||
Fundamental Equity | Edward Jones & Co. | Class A: 74,909,362.969 | Class A: 46.12% | |||
| Pershing LLC | Class A: 9,109,682.911 | Class A: 5.61% | |||
| MLPF&S for the Sole Benefit | Class B: 138,720.655 | Class B: 5.11% | |||
E-29
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Fundamental Equity | Morgan Stanley Smith Barney | Class B: 139,342.746 | Class B: 5.13% | |||
| Wells Fargo | Class B: 310,206.862 | Class B: 11.43% | |||
| National Financial Services LLC | Class C: 3,453,669.995 | Class C: 5.44% | |||
| Raymond James | Class C: 4,808,946.274 | Class C: 7.58% | |||
| UBS Financial Services Inc. FBO UBS | Class C: 4,867,418.325 | Class C: 7.67% | |||
| Lord Abbett Diversified Equity | Class I: 3,131,386.413 | Class I: 15.36% | |||
| Taynik & Co. | Class I: 2,044,827.546 | Class I: 10.03% | |||
| DCGT Trustee & Or Custodian | Class P: 86,680.331 | Class P: 7.38% | |||
| Emjay Corporation Custodian | Class P: 178,334.218 | Class P: 15.18% | |||
| Hartford Life Separate Account 401(k) | Class P: 423,432.993 | Class P: 36.04% | |||
| Voya Institutional Trust Co. | Class P: 246,175.366 | Class P: 20.95% | |||
| Great-West Trust Co. LLC TTEE F | Class R2: 58,632.191 | Class R2: 6.51% | |||
| NFS LLC FEBO | Class R2: 212,012.237 | Class R2: 23.54% | |||
| Reliance Trust Co. Custodian | Class R2: 144,626.007 | Class R2: 16.06% | |||
E-30
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Fundamental Equity | State Street Corp TTEE | Class R3: 2,020,650.862 | Class R3: 11.71% | |||
| Voya Retirement Ins and Annuity Co. | Class R3: 1,059,891.935 | Class R3: 6.14% | |||
| Lord, Abbett & Co. LLC | Class R4: 739.645 | Class R4: 100.00% | |||
International Core Equity | Edward Jones & Co. | Class A: 17,466,820.444 | Class A: 63.47% | |||
| MLPF&S for the Sole Benefit Of Its | Class C: 300,726.024 | Class C: 8.58% | |||
| Morgan Stanley Smith Barney | Class C: 321,686.231 | Class C: 9.17% | |||
| Wells Fargo | Class C: 220,407.877 | Class C: 6.28% | |||
| Pershing LLC | Class F: 3,994,881.476 | Class F: 76.52% | |||
| Charles Schwab & Co. Inc. | Class I: 778,372.686 | Class I: 15.67% | |||
| Lord Abbett Diversified Equity | Class I: 2,600,677.167 | Class I: 52.36% | |||
| The Dow Foundation | Class I: 822,143.420 | Class I: 16.55% | |||
| Hartford Life Separate Account | Class P: 5,852.752 | Class P: 68.99% | |||
| MG Trust Co. | Class P: 1,307.112 | Class P: 15.41% | |||
| OptionsXpress | Class P: 525.628 | Class P: 6.20% | |||
| Emjayco TR FBO | Class R2: 4,303.574 | Class R2: 7.87% | |||
E-31
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
International Core Equity | Jean Ann Hartzell Minzey | Class R2: 4,096.975 | Class R2: 7.49% | |||
| Reliance Trust Co. Custodian | Class R2: 5,122.005 | Class R2: 9.36% | |||
| Lord, Abbett & Co. LLC | Class R4: 765.697 | Class R4: 100.00% | |||
International Dividend Income | Charles Schwab & Co. Inc. | Class A: 32,188,062.177 | Class A: 26.24% | |||
| Edward Jones & Co. | Class A: 58,977,965.762 | Class A: 48.09% | |||
| MLPF&S for the Sole Benefit Of Its | Class C: 2,663,551.502 | Class C: 11.86% | |||
| Morgan Stanley Smith Barney | Class C: 2,764,733.725 | Class C: 12.31% | |||
| National Financial Services LLC | Class C: 1,659,733.883 | Class C: 7.39% | |||
| Pershing LLC | Class C: 2,964,281.055 | Class C: 13.20% | |||
| Raymond James | Class C: 2,216,364.001 | Class C: 9.87% | |||
| UBS Financial Services Inc. FBO UBS | Class C: 1,325,525.094 | Class C: 5.90% | |||
| Wells Fargo | Class C: 2,355,597.167 | Class C: 10.49% | |||
| LPL Financial | Class F: 2,114,884.752 | Class F: 5.62% | |||
| Lord Abbett Multi-Asset Balanced | Class I: 47,987,836.267 | Class I: 31.22% | |||
E-32
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
International Dividend Income | Lord Abbett Multi-Asset Global | Class I: 15,789,274.686 | Class I: 10.27% | |||
| Lord Abbett Multi-Asset Growth Fund | Class I: 35,512,156.323 | Class I: 23.11% | |||
| Lord Abbett Multi-Asset Income Fund | Class I: 36,771,546.024 | Class I: 23.93% | |||
| Ascensus Trust Co. FBO | Class R2: 18,030.051 | Class R2: 11.74% | |||
| Great-West Trust Co., LLC | Class R2: 16,160.294 | Class R2: 10.52% | |||
| DCGT Trustee & Or Custodian | Class R3: 109,181.578 | Class R3: 6.46% | |||
| NFS LLC FEBO | Class R3: 292,522.938 | Class R3: 17.31% | |||
| Sammons Financial Network LLC | Class R3: 598,243.194 | Class R3: 35.40% | |||
| Voya Institutional Trust Co. | Class R3: 377,503.288 | Class R3: 22.34% | |||
| Lord, Abbett & Co. LLC | Class R4: 1,290.323 | Class R4: 100.00% | |||
International Opportunities | Edward Jones & Co. | Class A: 2,204,395.294 | Class A: 25.13% | |||
| MLPF&S for the Sole Benefit Of Its | Class A: 570,570.990 | Class A: 6.50% | |||
| National Financial Services LLC | Class A: 762,571.514 | Class A: 8.69% | |||
| Pershing LLC | Class A: 743,867.328 | Class A: 8.48% | |||
| Morgan Stanley Smith Barney | Class C: 156,247.475 | Class C: 8.74% | |||
E-33
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
International Opportunities | Raymond James | Class C: 135,832.304 | Class C: 7.60% | |||
| Wells Fargo | Class C: 108,061.209 | Class C: 6.05% | |||
| UBS Financial Services Inc. FBO | Class F: 563,200.928 | Class F: 11.60% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 15,077,841.157 | Class I: 87.89% | |||
| Lord Abbett Diversified Equity | Class I: 1,261,485.282 | Class I: 7.35% | |||
| Capital Bank & Trust Co. TTEE FBO | Class P: 5,005.635 | Class P: 14.99% | |||
| MG Trust Co. | Class P: 6,054.101 | Class P: 18.13% | |||
| MG Trust Co. | Class P: 8,309.400 | Class P: 24.89% | |||
| MG Trust Co. | Class P: 3,628.499 | Class P: 10.87% | |||
| MG Trust Co. | Class P: 2,744.371 | Class P: 8.22% | |||
| Reliance Trust Co. Custodian | Class P: 5,270.181 | Class P: 15.78% | |||
| MG Trust Co. | Class R2: 5,778.249 | Class R2: 23.27% | |||
| Mid Atlantic Trust Co. FBO | Class R2: 3,212.359 | Class R2: 12.94% | |||
| State Street Corp. TTEE | Class R3: 22,891.260 | Class R3: 5.18% | |||
E-34
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
International Opportunities | Lord, Abbett & Co. LLC | Class R4: 571.755 | Class R4: 100.00% | |||
Micro Cap Growth | Christina S. Dow TR | Class A: 269,591.289 | Class A: 34.94% | |||
| Daniel E. Carper & Margaret A. Carper | Class A: 233,776.478 | Class A: 30.30% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 6,487,932.338 | Class I: 82.55% | |||
| MLPF&S | Class I: 780,495.064 | Class I: 9.93% | |||
| The Dow Foundation | Class I: 591,094.594 | Class I: 7.52% | |||
Micro Cap Value | Daniel E. Carper & Margaret A. Carper | Class A: 330,126.483 | Class A: 60.12% | |||
| Robert S. Dow & John A. Corsaro TR | Class A: 75,148.352 | Class A: 13.68% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 4,194,583.231 | Class I: 87.36% | |||
| MLPF&S | Class I: 262,079.378 | Class I: 5.46% | |||
| The Dow Foundation | Class I: 344,569.956 | Class I: 7.18% | |||
Value Opportunities | Edward Jones & Co. | Class A: 15,946,054.693 | Class A: 27.00% | |||
| Great-West Life & Annuity | Class A: 5,238,028.853 | Class A: 8.87% | |||
| National Financial Services LLC | Class A: 3,477,307.250 | Class A: 5.89% | |||
| Pershing LLC | Class A: 3,563,513.808 | Class A: 6.03% | |||
| MLPF&S for the Sole Benefit Of Its | Class B: 78,779.057 | Class B: 10.34% | |||
E-35
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Value Opportunities | Wells Fargo | Class B: 73,920.882 | Class B: 9.71% | |||
| Morgan Stanley Smith Barney | Class C: 2,751,117.760 | Class C: 13.46% | |||
| Raymond James | Class C: 1,742,358.434 | Class C: 8.53% | |||
| UBS Financial Services Inc. FBO | Class C: 1,779,760.273 | Class C: 8.71% | |||
| LPL Financial | Class F: 1,816,469.838 | Class F: 6.33% | |||
| Charles Schwab & Co. Inc. | Class I: 3,138,988.888 | Class I: 10.81% | |||
| Lord Abbett Alpha Strategy Fund | Class I: 12,730,175.579 | Class I: 43.86% | |||
| AUL Group Retirement | Class P: 166,048.506 | Class P: 6.98% | |||
| Hartford Life Separate Account | Class P: 1,228,422.095 | Class P: 51.60% | |||
| Reliance Trust Co. Custodian | Class P: 241,827.382 | Class P: 10.16% | |||
| Great–West Trust Company LLC TTEE | Class R2: 23,590.064 | Class R2: 5.75% | |||
| DCGT Trustee & Or Custodian | Class R3: 424,756.450 | Class R3: 6.69% | |||
| Voya Retirement Insurance and | Class R3: 1,180,920.559 | Class R3: 18.60% | |||
| Lord, Abbett & Co. LLC | Class R4: 491.884 | Class R4: 100.00% | |||
E-36
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Bond Debenture Portfolio | AXA Equitable Life Insurance Company | Class VC: 4,251,493.879 | Class VC: 5.32% | |||
| Hartford Life & Annuity | Class VC: 8,117,946.777 | Class VC: 10.16% | |||
| Pacific Life Insurance Company | Class VC: 4,053,273.373 | Class VC: 5.07% | |||
| Protective Life Insurance Company | Class VC: 50,377,239.345 | Class VC: 63.03% | |||
Calibrated Dividend Growth Portfolio | Hartford Life & Annuity | Class VC: 755,196.426 | Class VC: 10.53% | |||
| Protective Life Insurance Company | Class VC: 643,155.112 | Class VC: 8.97% | |||
| Protective Life Insurance Company | Class VC: 2,954,283.984 | Class VC: 41.19% | |||
| Hartford Life & Annuity | Class VC: 1,902,899.472 | Class VC: 26.53% | |||
| Hartford Life Insurance Company | Class VC: 531,954.170 | Class VC: 7.42% | |||
Classic Stock Portfolio | AXA Equitable Life Insurance Company | Class VC: 356,188.347 | Class VC: 11.79% | |||
| Hartford Life & Annuity | Class VC: 499,227.270 | Class VC: 16.52% | |||
| Hartford Life Insurance Company | Class VC: 242,052.535 | Class VC: 8.01% | |||
E-37
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
Classic Stock Portfolio | Protective Life Insurance Company | Class VC: 1,820,105.241 | Class VC: 60.23% | |||
Fundamental Equity | Delaware Life Insurance Company | Class VC: 2,490,988.662 | Class VC: 11.99% | |||
| Hartford Life & Annuity | Class VC: 2,662,227.058 | Class VC: 12.81% | |||
| Protective Life Insurance Company | Class VC: 12,657,925.897 | Class VC: 60.90% | |||
Growth and Income | AIG SunAmerica Life Assurance | Class VC: 9,675,748.579 | Class VC: 42.64% | |||
| Hartford Life & Annuity | Class VC: 3,282,320.167 | Class VC: 14.47% | |||
| Hartford Life Insurance Company | Class VC: 1,658,315.730 | Class VC: 7.31% | |||
| Phoenix Home Life Insurance Company | Class VC: 1,707,550.826 | Class VC: 7.53% | |||
| Protective Life Insurance Company | Class VC: 2,828,441.537 | Class VC: 12.47% | |||
Growth Opportunities | Allstate Life Insurance Company | Class VC: 579,681.796 | Class VC: 7.02% | |||
| Delaware Life Insurance Company | Class VC: 2,438,107.300 | Class VC: 29.52% | |||
| Protective Life Insurance Company | Class VC: 4,102,414.571 | Class VC: 49.67% | |||
International Opportunities | Jefferson National Life Insurance | Class VC: 591,612.887 | Class VC: 9.80% | |||
E-38
|
|
|
|
|
|
|
Fund | Name and Address of | Number of Shares Beneficially | ||||
Number | Percent of | |||||
International Opportunities Portfolio | Midland National Life Insurance | Class VC: 530,768.566 | Class VC: 8.79% | |||
| Midland National Life Insurance | Class VC: 1,125,739.453 | Class VC: 18.65% | |||
| Protective Life Insurance Company | Class VC: 3,297,804.987 | Class VC: 54.62% | |||
Mid Cap Stock Portfolio | AIG SunAmerica Life Assurance | Class VC: 3,946,155.064 | Class VC: 26.56% | |||
| Protective Life Insurance Company | Class VC: 2,940,575.929 | Class VC: 19.79% | |||
| Voya Retirement Insurance and | Class VC: 4,914,669.848 | Class VC: 33.07% | |||
U.S. Government Money Market | Edward Jones & Co. | Class A: 72,290,329.648 | Class A: 13.73% | |||
| Lord Abbett Distributor LLC | Class A: 27,335,350.020 | Class A: 5.19% | |||
| Morgan Stanley Smith Barney | Class A: 38,713,990.807 | Class A: 7.36% | |||
| Pershing LLC | Class A: 33,413,309.167 | Class A: 6.35% | |||
| State Street Bank and Trust | Class B: 341,377.690 | Class B: 6.36% | |||
| Wells Fargo Advisors LLC | Class B: 955,264.850 | Class B: 17.79% | |||
| MLPF&S for the Sole Benefit of its | Class C: 3,485,418.900 | Class C: 5.11% | |||
E-39
Appendix F: Board Members’ and Executive Officers’ Aggregate Ownership of Fund Shares
As of July 10, 2015, the Board members and the Funds’ executive officers owned, as a group, less than 1% of the issued and outstanding shares of each class of the Funds except as set forth below.
|
|
|
|
| |||||
Fund | Class | Percentage of Ownership as a Group | |||||||
Affiliated | Class I | 1.13 | % |
| |||||
Emerging Markets Currency | Class A | 2.77 | % |
| |||||
NJ Tax Free | Class A | 2.24 | % |
| |||||
Calibrated Dividend Growth | Class I | 7.57 | % |
| |||||
Growth Opportunities | Class I | 2.12 | % |
| |||||
Alpha Strategy | Class I | 3.08 | % |
| |||||
International Core Equity | Class A | 1.04 | % |
| |||||
Micro Cap Growth | Class A | 11.83 | % |
| |||||
U.S. Government Money Market | Class A | 3.49 | % |
| |||||
U.S. Government Money Market | Class I | 6.52 | % |
| |||||
F-1
| YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS. |
PROXY CARD
SIGN, DATE ANDVOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
| 1.MAIL your signed and voted proxy back in thepostage paid envelope provided. See reverse side for details. |
| 2.ONLINE at www.proxyonline.com using your proxy control number found below |
| 3. ByPHONE when you dial toll-free 1-888-227-9349 to reach an automated touchtone voting line |
| 4. ByPHONE with a representative when you call toll-free1-877-297-1747Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time |
CONTROL NUMBER 1234567891012
THE LORD ABBETT FAMILY OF FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
NOVEMBER 5, 2015
The undersigned hereby appoints DARIA L. FOSTER, LAWRENCE H. KAPLAN, and BROOKE A. FAPOHUNDA, and each of them as proxies, with full power of substitution, to vote (according to the number of votes which the undersigned would be entitled to cast if then personally present) at a Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds to be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), including all adjournments thereof, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS, OR RESCHEDULINGS THEREOF.
PLEASE REVIEW PROPOSALS, SIGN, DATE, AND RETURN ALL PAGES OF THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE USE BLUE OR BLACK INK OR DARK PENCIL. SIGNED PROXY CARDS THAT DO NOT INDICATE A VOTE WILL BE COUNTED AS A VOTE “FOR” THE PROPOSALS.
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free1-877-297-1747.Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.
Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at:http://www.proxyonline.com/docs/lordabbett.pdf.
PAGE 1 of 3
YOUR VOTE IS VERY IMPORTANT. If you own more than one investment with the Lord Abbett Family of Funds, you may conveniently vote for all your investments in the same manner using the box below. Alternatively, if you would like to vote each of your investment individually, please indicate your vote for the proposals next to each investment.If you hold more than 12 investments with the Lord Abbett Family of Funds, please ensure you vote all proposals on the following page(s).
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
| 1. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; | |
| (a) | Amend fundamental investment restriction with respect to Borrowing; | |
| (b) | Amend fundamental investment restriction with respect to Lending; | |
| 2. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year. | |
| TO VOTE ALL INVESTMENTS AND PROPOSALS AT ONCE Simply indicate your voting direction by marking one of the corresponding circles to the right. Note: Issuing a vote in this box supersedes all voting below if so marked. | FOR ALL | AGAINST ALL | ABSTAIN ALL | |||
 | ○ | ○ | ○ |
TO CAST A VOTE FOR YOUR INVESTMENTSINDIVIDUALLY, PLEASE DO SO BELOW:(be sure to vote additional page(s) if provided)
| 1a.To amend the fundamental investment restriction regarding Borrowing | 1b.To amend the fundamental investment restriction regarding Lending | 2.To ratify Deloitte & ToucheLLP astheFund’s independent registered public accounting firm | ||||||||||
| Investment(s) | For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | [PROXY ID NUMBER HERE] | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335101* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335102* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335103* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335104* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335105* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335106* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335107* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335108* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335109* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335110* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335111* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335112* | ||
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals.
| Signature | Date | ||
| Title (if necessary) or Joint Signature | |||
PAGE 2 of 3
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
| 1. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; |
| (a) | Amend fundamental investment restriction with respect to Borrowing; |
| (b) | Amend fundamental investment restriction with respect to Lending; |
| 2. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year. |
TO CAST A VOTE FOR YOUR INVESTMENTSINDIVIDUALLY, PLEASE DO SO BELOW:(be sure to vote additional page(s) if provided)
| 1a. To amend the fundamental investment restriction regarding Borrowing | 1b. To amend the fundamental investment restriction regarding Lending | 2. To ratify Deloitte & ToucheLLPastheFund’s independent registered public accounting firm | ||||||||||
| Investment(s) | For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | [PROXY ID NUMBER HERE] | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335101* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335102* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335103* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335104* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335105* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335106* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335107* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335108* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335109* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335110* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335111* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335112* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335110* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335111* | ||
| [Sample Fund Name] | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | *1221335112* | ||
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals.
| Signature | Date | ||
| Title (if necessary) or Joint Signature | |||
PAGE 3 of 3