Purchases and sales of investment securities (excluding short-term investments) for the fiscal year ended September 30, 2012 were as follows:
There were no purchases or sales of U.S. Government securities for the fiscal year ended September 30, 2012.
The Company’s officers and the two Directors who are associated with Lord Abbett do not receive any compensation from the Company for serving in such capacities. Independent Directors’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity-based plan available to all Independent Directors under which Independent Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, Directors’ fees. The deferred amounts are treated as though equivalent dollar amounts had been invested in the funds. Such amounts and earnings accrued thereon are included in Directors’ fees on the Statements of Operations and in Directors’ fees payable on the Statements of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.
The Company has entered into an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of each Fund’s expenses.
On April 2, 2012, each Fund and certain other funds managed by Lord Abbett (the “participating funds”) entered into an unsecured revolving credit facility (“Facility”) with State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. The amounts available under the Facility are (i) the lesser of either $250,000,000 or 33.33% of total assets per participating fund and (ii) $350,000,000 in the aggregate for all participating funds. The annual fee to maintain the Facility is .09% of the amount available under the Facility. Each participating fund pays its pro rata share based on the net assets of each participating fund. This amount is included in Other expenses on each Fund’s Statement of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. During the fiscal year ended September 30, 2012, a participating fund managed by Lord Abbett utilized the Facility and fully repaid its borrowings. As of September 30, 2012, there were no loans outstanding pursuant to this Facility.
Notes to Financial Statements (continued)
For the period February 3, 2011 through April 1, 2012, Short Duration, High Yield and certain other funds managed by Lord Abbett had an amount of $200,000,000 available under a Facility from SSB with an annual fee to maintain the Facility of .125% of the amount available under the Facility.
| | |
9. | CUSTODIAN AND ACCOUNTING AGENT | |
SSB is the Company’s custodian and accounting agent. SSB performs custodial, accounting and recordkeeping functions relating to portfolio transactions and calculating each Fund’s NAV.
Each Fund’s performance and the fair value of its investments will vary in response to changes in interest rates and other market factors. As interest rates rise, a Fund’s investments typically will lose value. This risk is usually greater for long-term bonds and particularly for inverse floaters than for shorter-term bonds. As a result, each Fund, to the extent it invests in long-term bonds and inverse floaters, is subject to such greater market risk.
Additional risks that could reduce each Fund’s performance or increase volatility include call risk, credit risk, derivatives risk, extension risk, governmental risk, industry risk, liquidity risk, market and portfolio management risks, state and territory risks, and taxability risk. Credit risk varies among states based upon the economic and fiscal conditions of each state and the municipalities within the state.
There is the risk that an issuer of a municipal bond may fail to make timely payments of principal or interest to a Fund, a risk that is greater with municipal bonds rated below investment grade (sometimes called “lower rated bonds” or “junk bonds”). High Yield invests a significant portion of its assets in such bonds. AMT Free and National may invest up to 35% and all other Funds (excluding High Yield) may invest up to 20% of their respective assets in such bonds. Some issuers, particularly of junk bonds, may default as to principal and/or interest payments after a Fund purchases their securities. A default, or concerns in the market about an increase in risk of default or the deterioration in the creditworthiness of an issuer, may result in losses to the Fund. Junk bonds are considered predominantly speculative by traditional investment standards. In addition, the market for lower rated municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations which could result in losses.
Each of High Yield, California, New Jersey and New York is non-diversified, which means that it may invest a greater portion of its assets in a single issuer than a diversified fund. Thus, it may be exposed to greater risk.
Because each of California, New Jersey and New York focuses on a particular state or territory, each Fund’s performance may be more affected by local, state and regional factors than a Fund that invests in municipal bonds issued in many states. These factors may include, for example, economic or political developments, erosion of the tax base and the possibility of credit problems. In addition, downturns or developments in the U.S. economy or in foreign economies or significant world events may harm the performance of any of the Funds (including Short Duration, Intermediate, AMT Free, National, and High Yield), and may do so disproportionately as a result of the corresponding disproportionate impact of such occurrences on particular state, territory, or local economies.
Each Fund (except AMT Free and High Yield) may invest up to 20% of its net assets in private activity bonds (sometimes called “AMT paper”). AMT Free may not invest in AMT paper. High Yield
222
Notes to Financial Statements (continued)
may invest up to 100% of its net assets in AMT paper. The credit quality of such bonds usually is directly related to the credit standing of the private user of the facilities.
Each Fund may invest no more than 20% of its net assets in TOB Residuals, except High Yield, which may invest up to 100% of its net assets in TOB Residuals. A TOB Residual, sometimes referred to as an inverse floater or a residual interest bond (“RIB”), is a type of “derivative” debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another specific fixed-rate security (“specific fixed-rate security”). Changes in the interest rate on the specific fixed-rate security inversely affect the residual interest paid on the TOB Residual, with the result that when interest rates rise, TOB Residuals’ interest payments are lowered and their value falls faster than securities similar to the specific fixed-rate security. When interest rates fall, not only do TOB Residuals generally provide interest payments that are higher than securities similar to the specific fixed-rate security, but their values generally also rise faster than such similar securities.
In addition, loss may result from a Fund’s investments in certain derivative transactions such as futures contracts, swap transactions, interest rate caps, inverse floaters and similar transactions. These instruments may be leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase a Fund’s interest rate risk.
Each Fund may purchase securities on a forward commitment or when-issued basis. Delivery and payment for such securities can take place a month or more after the transaction date. During this period such securities are subject to market fluctuations.
| | |
11. | SUMMARY OF CAPITAL TRANSACTIONS | |
Transactions in shares of capital stock were as follows:
| | | | | | | | | | | | | |
Short Duration | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 42,634,932 | | $ | 677,233,559 | | | 39,424,502 | | $ | 620,377,830 | |
Reinvestment of distributions | | | 962,340 | | | 15,283,241 | | | 980,563 | | | 15,407,656 | |
Shares reacquired | | | (27,890,001 | ) | | (442,708,942 | ) | | (45,428,357 | ) | | (713,037,931 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 15,707,271 | | $ | 249,807,858 | | | (5,023,292 | ) | $ | (77,252,445 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | |
Shares sold | | | 6,990,353 | | $ | 111,023,211 | | | 5,250,502 | | $ | 82,606,872 | |
Reinvestment of distributions | | | 102,850 | | | 1,632,797 | | | 107,965 | | | 1,696,709 | |
Shares reacquired | | | (3,894,296 | ) | | (61,852,259 | ) | | (5,798,281 | ) | | (91,023,998 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 3,198,907 | | $ | 50,803,749 | | | (439,814 | ) | $ | (6,720,417 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | |
Shares sold | | | 37,232,554 | | $ | 591,634,817 | | | 19,278,675 | | $ | 303,126,692 | |
Reinvestment of distributions | | | 274,754 | | | 4,364,848 | | | 218,750 | | | 3,438,004 | |
Shares reacquired | | | (16,502,555 | ) | | (262,303,705 | ) | | (14,382,150 | ) | | (225,812,697 | ) |
| | | | | | | | | | | | | |
Increase | | | 21,004,753 | | $ | 333,695,960 | | | 5,115,275 | | $ | 80,751,999 | |
| | | | | | | | | | | | | |
223
Notes to Financial Statements (continued)
| | | | | | | | | | | | | |
Short Duration | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | |
Class I Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 2,584,913 | | $ | 41,036,826 | | | 859,524 | | $ | 13,530,756 | |
Reinvestment of distributions | | | 15,568 | | | 247,626 | | | 5,599 | | | 88,133 | |
Shares reacquired | | | (1,553,382 | ) | | (24,693,271 | ) | | (605,760 | ) | | (9,559,153 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,047,099 | | $ | 16,591,181 | | | 259,363 | | $ | 4,059,736 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Intermediate | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 93,112,669 | | $ | 1,002,185,243 | | | 63,027,315 | | $ | 649,441,782 | |
Converted from Class B* | | | 34,912 | | | 375,792 | | | 35,278 | | | 360,887 | |
Reinvestment of distributions | | | 3,565,467 | | | 38,478,162 | | | 2,944,250 | | | 30,127,479 | |
Shares reacquired | | | (40,951,426 | ) | | (439,417,803 | ) | | (59,480,984 | ) | | (604,834,882 | ) |
| | | | | | | | | | | | | |
Increase | | | 55,761,622 | | $ | 601,621,394 | | | 6,525,859 | | $ | 75,095,266 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 29,128 | | $ | 313,376 | | | 37,468 | | $ | 380,027 | |
Reinvestment of distributions | | | 8,701 | | | 93,516 | | | 12,890 | | | 131,653 | |
Shares reacquired | | | (85,187 | ) | | (913,705 | ) | | (127,458 | ) | | (1,292,579 | ) |
Converted to Class A* | | | (34,944 | ) | | (375,792 | ) | | (35,312 | ) | | (360,887 | ) |
| | | | | | | | | | | | | |
Decrease | | | (82,302 | ) | $ | (882,605 | ) | | (112,412 | ) | $ | (1,141,786 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 26,726,818 | | $ | 287,280,002 | | | 16,950,943 | | $ | 174,446,587 | |
Reinvestment of distributions | | | 775,821 | | | 8,358,675 | | | 681,105 | | | 6,960,720 | |
Shares reacquired | | | (7,103,145 | ) | | (76,377,675 | ) | | (11,583,602 | ) | | (117,445,031 | ) |
| | | | | | | | | | | | | |
Increase | | | 20,399,494 | | $ | 219,261,002 | | | 6,048,446 | | $ | 63,962,276 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 55,913,926 | | $ | 600,833,634 | | | 45,156,440 | | $ | 461,870,690 | |
Reinvestment of distributions | | | 973,940 | | | 10,522,333 | | | 631,744 | | | 6,462,834 | |
Shares reacquired | | | (17,386,747 | ) | | (187,081,406 | ) | | (22,800,469 | ) | | (232,064,976 | ) |
| | | | | | | | | | | | | |
Increase | | | 39,501,119 | | $ | 424,274,561 | | | 22,987,715 | | $ | 236,268,548 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | Period Ended September 30, 2011† | |
| | | | | | | | | |
Class I Shares | | | | | | | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 3,505,459 | | $ | 37,682,400 | | | 243,673 | | $ | 2,516,668 | |
Reinvestment of distributions | | | 23,494 | | | 255,009 | | | 1,850 | | | 19,304 | |
Shares reacquired | | | (362,249 | ) | | (3,939,197 | ) | | (579 | ) | | (6,018 | ) |
| | | | | | | | | | | | | |
Increase | | | 3,166,704 | | $ | 33,998,212 | | | 244,944 | | $ | 2,529,954 | |
| | | | | | | | | | | | | |
224
Notes to Financial Statements (continued)
| | | | | | | | | | | | | |
Intermediate | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | |
Class P Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 37.982 | | $ | 409 | | | 45.581 | | $ | 469 | |
| | | | | | | | | | | | | |
Increase | | | 37.982 | | $ | 409 | | | 45.581 | | $ | 469 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
AMT Free | | Year Ended September 30, 2012 | | Period Ended September 30, 2011†† | |
| | | | | | | | | | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 5,125,553 | | $ | 80,830,989 | | | 4,597,265 | | $ | 66,615,105 | |
Reinvestment of distributions | | | 159,905 | | | 2,542,938 | | | 32,339 | | | 470,929 | |
Shares reacquired | | | (2,341,903 | ) | | (37,010,690 | ) | | (499,723 | ) | | (7,263,033 | ) |
| | | | | | | | | | | | | |
Increase | | | 2,943,555 | | $ | 46,363,237 | | | 4,129,881 | | $ | 59,823,001 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,004,269 | | $ | 15,895,353 | | | 186,329 | | $ | 2,717,662 | |
Reinvestment of distributions | | | 12,078 | | | 192,957 | | | 1,478 | | | 21,699 | |
Shares reacquired | | | (70,344 | ) | | (1,119,948 | ) | | (19,849 | ) | | (292,045 | ) |
| | | | | | | | | | | | | |
Increase | | | 946,003 | | $ | 14,968,362 | | | 167,958 | | $ | 2,447,316 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,972,709 | | $ | 31,322,368 | | | 264,174 | | $ | 3,898,933 | |
Reinvestment of distributions | | | 14,665 | | | 235,359 | | | 1,320 | | | 19,497 | |
Shares reacquired | | | (249,847 | ) | | (3,989,887 | ) | | (15,663 | ) | | (232,333 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,737,527 | | $ | 27,567,840 | | | 249,831 | | $ | 3,686,097 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 893,026 | | $ | 14,222,738 | | | 670 | | $ | 10,055 | |
Reinvestment of distributions | | | 59 | | | 948 | | | 31 | | | 442 | |
Shares reacquired | | | (382,874 | ) | | (6,150,000 | ) | | — | | | — | |
| | | | | | | | | | | | | |
Increase | | | 510,211 | | $ | 8,073,686 | | | 701 | | $ | 10,497 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
National | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | | | | | | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 28,420,946 | | $ | 315,267,233 | | | 19,282,466 | | $ | 199,147,184 | |
Converted from Class B* | | | 120,130 | | | 1,323,114 | | | 332,348 | | | 3,389,830 | |
Reinvestment of distributions | | | 5,018,202 | | | 55,496,738 | | | 5,045,526 | | | 51,645,948 | |
Shares reacquired | | | (20,036,068 | ) | | (220,598,682 | ) | | (38,999,284 | ) | | (397,196,646 | ) |
Shares issued in reorganizations (See Note 12) | | | — | | | — | | | 55,034,359 | | | 566,853,901 | |
| | | | | | | | | | | | | |
Increase | | | 13,523,210 | | $ | 151,488,403 | | | 40,695,415 | | $ | 423,840,217 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 31,421 | | $ | 339,685 | | | 21,915 | | $ | 229,993 | |
Reinvestment of distributions | | | 21,004 | | | 232,543 | | | 35,193 | | | 362,553 | |
Shares reacquired | | | (130,923 | ) | | (1,450,927 | ) | | (339,361 | ) | | (3,453,132 | ) |
Converted to Class A* | | | (119,536 | ) | | (1,323,114 | ) | | (330,715 | ) | | (3,389,830 | ) |
| | | | | | | | | | | | | |
Decrease | | | (198,034 | ) | $ | (2,201,813 | ) | | (612,968 | ) | $ | (6,250,416 | ) |
| | | | | | | | | | | | | |
225
Notes to Financial Statements (continued)
| | | | | | | | | | | | | |
National | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | | | | | | | | | |
Class C Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 5,516,258 | | $ | 61,212,972 | | | 2,975,419 | | $ | 30,940,944 | |
Reinvestment of distributions | | | 371,609 | | | 4,118,872 | | | 357,691 | | | 3,672,942 | |
Shares reacquired | | | (2,242,441 | ) | | (24,765,890 | ) | | (4,969,746 | ) | | (50,492,778 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 3,645,426 | | $ | 40,565,954 | | | (1,636,636 | ) | $ | (15,878,892 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 5,825,691 | | $ | 64,453,660 | | | 3,623,729 | | $ | 37,684,526 | |
Reinvestment of distributions | | | 210,971 | | | 2,341,872 | | | 141,747 | | | 1,451,505 | |
Shares reacquired | | | (2,388,365 | ) | | (26,257,268 | ) | | (4,750,839 | ) | | (48,955,530 | ) |
Shares issued in reorganizations (See Note 12) | | | — | | | — | | | 2,276,678 | | | 23,427,016 | |
| | | | | | | | | | | | | |
Increase | | | 3,648,297 | | $ | 40,538,264 | | | 1,291,315 | | $ | 13,607,517 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 5,686 | | $ | 65,206 | | | — | (a) | $ | 5 | |
Reinvestment of distributions | | | 62 | | | 695 | | | 52 | | | 529 | |
| | | | | | | | | | | | | |
Increase | | | 5,748 | | $ | 65,901 | | | 52 | | $ | 534 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
High Yield | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | | | | | | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 33,169,150 | | $ | 380,677,984 | | | 30,917,948 | | $ | 342,129,561 | |
Reinvestment of distributions | | | 3,917,450 | | | 44,772,742 | | | 4,006,922 | | | 44,193,007 | |
Shares reacquired | | | (20,893,388 | ) | | (235,241,433 | ) | | (56,467,566 | ) | | (628,270,128 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 16,193,212 | | $ | 190,209,293 | | | (21,542,696 | ) | $ | (241,947,560 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 44.665 | | $ | 512 | | | 50.335 | | $ | 551 | |
| | | | | | | | | | | | | |
Increase | | | 44.665 | | $ | 512 | | | 50.335 | | $ | 551 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 9,914,109 | | $ | 113,874,665 | | | 7,052,406 | | $ | 78,668,082 | |
Reinvestment of distributions | | | 1,321,792 | | | 15,090,829 | | | 1,474,064 | | | 16,248,957 | |
Shares reacquired | | | (7,844,922 | ) | | (88,941,259 | ) | | (17,326,232 | ) | | (191,361,792 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 3,390,979 | | $ | 40,024,235 | | | (8,799,762 | ) | $ | (96,444,753 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 12,839,207 | | $ | 147,250,418 | | | 10,507,162 | | $ | 118,515,023 | |
Reinvestment of distributions | | | 520,235 | | | 5,968,087 | | | 476,246 | | | 5,243,587 | |
Shares reacquired | | | (7,512,729 | ) | | (85,432,106 | ) | | (13,399,408 | ) | | (147,758,008 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 5,846,713 | | $ | 67,786,399 | | | (2,416,000 | ) | $ | (23,999,398 | ) |
| | | | | | | | | | | | | |
226
Notes to Financial Statements (continued)
| | | | | | | | | | | | | |
High Yield | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | | | | | | | | | |
Class I Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 90,432 | | $ | 1,043,602 | | | 798,002 | | $ | 8,801,820 | |
Reinvestment of distributions | | | 1,050 | | | 12,256 | | | 255 | | | 2,832 | |
Shares reacquired | | | (159,093 | ) | | (1,854,911 | ) | | (603,681 | ) | | (6,641,274 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (67,611 | ) | $ | (799,053 | ) | | 194,576 | | $ | 2,163,378 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class P Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 51.365 | | $ | 591 | | | 56.070 | | $ | 618 | |
| | | | | | | | | | | | | |
Increase | | | 51.365 | | $ | 591 | | | 56.070 | | $ | 618 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
California | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
| | | | | | | | | | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 4,558,879 | | $ | 47,597,103 | | | 2,423,887 | | $ | 23,327,288 | |
Reinvestment of distributions | | | 502,520 | | | 5,218,897 | | | 515,561 | | | 4,966,443 | |
Shares reacquired | | | (2,442,508 | ) | | (25,218,536 | ) | | (3,974,335 | ) | | (38,144,863 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 2,618,891 | | $ | 27,597,464 | | | (1,034,887 | ) | $ | (9,851,132 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,239,388 | | $ | 12,927,225 | | | 384,782 | | $ | 3,769,410 | |
Reinvestment of distributions | | | 69,196 | | | 719,790 | | | 68,375 | | | 659,141 | |
Shares reacquired | | | (531,315 | ) | | (5,515,593 | ) | | (870,943 | ) | | (8,317,705 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 777,269 | | $ | 8,131,422 | | | (417,786 | ) | $ | (3,889,154 | ) |
| | | | | | | | | | | | | |
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Class F Shares | | | | | | | | | | | | | |
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Shares sold | | | 1,195,948 | | $ | 12,474,687 | | | 1,036,996 | | $ | 9,973,539 | |
Reinvestment of distributions | | | 36,780 | | | 382,961 | | | 28,581 | | | 275,394 | |
Shares reacquired | | | (625,484 | ) | | (6,533,390 | ) | | (828,389 | ) | | (7,925,464 | ) |
| | | | | | | | | | | | | |
Increase | | | 607,244 | | $ | 6,324,258 | | | 237,188 | | $ | 2,323,469 | |
| | | | | | | | | | | | | |
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| | | | | | | | Period Ended September 30, 2011† | |
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Class I Shares | | | | | | | | Shares | | Amount | |
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Shares sold | | | — | | $ | — | | | 1,087 | | $ | 10,045 | |
Reinvestment of distributions | | | 49 | | | 513 | | | 38 | | | 363 | |
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Increase | | | 49 | | $ | 513 | | | 1,125 | | $ | 10,408 | |
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227
Notes to Financial Statements (continued)
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New Jersey | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
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Class A Shares | | Shares | | Amount | | Shares | | Amount | |
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Shares sold | | | 8,392,260 | | $ | 40,514,369 | | | 2,872,430 | | $ | 13,072,414 | |
Reinvestment of distributions | | | 782,762 | | | 3,836,105 | | | 825,069 | | | 3,774,629 | |
Shares reacquired | | | (6,583,445 | ) | | (31,927,739 | ) | | (5,390,367 | ) | | (24,666,709 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 2,591,577 | | $ | 12,422,735 | | | (1,692,868 | ) | $ | (7,819,666 | ) |
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Class F Shares | | | | | | | | | | | | | |
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Shares sold | | | 1,041,622 | | $ | 5,116,257 | | | 1,113,446 | | $ | 5,228,495 | |
Reinvestment of distributions | | | 24,444 | | | 120,686 | | | 17,327 | | | 79,168 | |
Shares reacquired | | | (448,666 | ) | | (2,207,709 | ) | | (861,712 | ) | | (3,927,334 | ) |
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Increase | | | 617,400 | | $ | 3,029,234 | | | 269,061 | | $ | 1,380,329 | |
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| | | | | | | | | | | | | |
| | | | | | | | Period Ended September 30, 2011† | |
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Class I Shares | | | | | | Shares | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | — | | $ | — | | | 2,273 | | $ | 10,047 | |
Reinvestment of distributions | | | 98 | | | 485 | | | 74 | | | 335 | |
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Increase | | | 98 | | $ | 485 | | | 2,347 | | $ | 10,382 | |
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New York | | Year Ended September 30, 2012 | | Year Ended September 30, 2011 | |
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Class A Shares | | Shares | | Amount | | Shares | | Amount | |
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Shares sold | | | 6,773,327 | | $ | 75,297,315 | | | 3,011,463 | | $ | 31,640,785 | |
Reinvestment of distributions | | | 610,578 | | | 6,745,539 | | | 617,001 | | | 6,435,697 | |
Shares reacquired | | | (2,571,509 | ) | | (28,328,743 | ) | | (5,101,187 | ) | | (53,078,147 | ) |
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Increase (decrease) | | | 4,812,396 | | $ | 53,714,111 | | | (1,472,723 | ) | $ | (15,001,665 | ) |
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Class C Shares | | | | | | | | | | | | | |
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Shares sold | | | 1,339,145 | | $ | 14,844,381 | | | 565,408 | | $ | 5,931,487 | |
Reinvestment of distributions | | | 73,210 | | | 807,397 | | | 72,121 | | | 751,188 | |
Shares reacquired | | | (604,643 | ) | | (6,677,400 | ) | | (883,981 | ) | | (9,124,752 | ) |
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Increase (decrease) | | | 807,712 | | $ | 8,974,378 | | | (246,452 | ) | $ | (2,442,077 | ) |
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| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
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Shares sold | | | 918,529 | | $ | 10,111,498 | | | 518,654 | | $ | 5,506,570 | |
Reinvestment of distributions | | | 29,164 | | | 323,460 | | | 20,782 | | | 216,690 | |
Shares reacquired | | | (240,832 | ) | | (2,670,085 | ) | | (494,411 | ) | | (5,089,971 | ) |
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Increase | | | 706,861 | | $ | 7,764,873 | | | 45,025 | | $ | 633,289 | |
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228
Notes to Financial Statements (concluded)
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New York | | Year Ended September 30, 2012 | | Period Ended September 30, 2011† | |
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Class I Shares | | Shares | | Amount | | Shares | | Amount | |
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Shares sold | | | 22,038 | | $ | 250,000 | | | 994 | | $ | 10,045 | |
Reinvestment of distributions | | | 192 | | | 2,164 | | | 33 | | | 339 | |
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Increase | | | 22,230 | | $ | 252,164 | | | 1,027 | | $ | 10,384 | |
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* | Automatic conversion of Class B shares occurs on the 25th day of the month (or, if the 25th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. |
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(a) | Value is less than 1 share. |
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† | For the period January 31, 2011 (commencement of operations) to September 30, 2011. |
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†† | For the period October 26, 2010 (commencement of operations) to September 30, 2011. |
As of the close of business on November 19, 2010, National acquired the net assets of each of the funds listed below (the “Acquired Funds”), pursuant to a plan of reorganization approved by each Acquired Fund’s shareholders on November 5, 2010. The acquisition was accomplished by a tax-free exchange of 57,311,037 shares (valued at $590,280,917) of National and 107,952,755 shares of the Acquired Funds outstanding on November 19, 2010. The Acquired Funds’ net assets at the date of the acquisition, including $4,356,765 of net unrealized depreciation, $95,025 of undistributed net investment income, and $16,280,071 of accumulated net realized losses, were combined with those of National. Total shares issued by National and total net assets of the Acquired Funds, including net unrealized appreciation/(depreciation), undistributed (distributions in excess of) net investment income, and accumulated net realized losses were as follows:
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Acquired Fund | | Shares Issued by National | | Shares Exchanged | | Net Unrealized Appreciation/ (Depreciation) | | Undistributed (Distributions in Excess of) Net Investment Income | | Accumulated Net Realized Loss | | Total Net Assets of the Acquired Funds | |
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Connecticut | | 10,584,625 | | 11,120,698 | | $ | (1,481,652 | ) | $ | (7,831 | ) | $ | (4,837,006 | ) | $ | 109,014,889 | |
Georgia | | 12,059,536 | | 23,467,055 | | | (954,682 | ) | | 81,755 | | | (4,252,963 | ) | | 124,205,487 | |
Hawaii | | 11,246,528 | | 24,242,654 | | | 476,365 | | | 452 | | | (2,758,620 | ) | | 115,835,572 | |
Missouri | | 14,956,054 | | 31,401,203 | | | (2,009,392 | ) | | 33,575 | | | (3,321,157 | ) | | 154,045,213 | |
Pennsylvania | | 8,464,294 | | 17,721,145 | | | (387,404 | ) | | (12,926 | ) | | (1,110,325 | ) | | 87,179,756 | |
The total net assets of National immediately before the acquisition were $1,190,394,762. Total net assets of the Acquired Funds immediately before the acquisition were $590,280,917. Total net assets of National immediately after the acquisition were $1,780,675,679.
229
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Lord Abbett Municipal Income Fund, Inc. and the Shareholders of Lord Abbett Short Duration Tax Free Fund, Lord Abbett Intermediate Tax Free Fund, Lord Abbett AMT Free Municipal Bond Fund, Lord Abbett National Tax-Free Income Fund, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett California Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund and Lord Abbett New York Tax-Free Income Fund:
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Lord Abbett Municipal Income Fund, Inc. comprising the Lord Abbett Short Duration Tax Free Fund, Lord Abbett Intermediate Tax Free Fund, Lord Abbett AMT Free Municipal Bond Fund, Lord Abbett National Tax-Free Income Fund, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett California Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund, and Lord Abbett New York Tax-Free Income Fund (collectively, the “Funds”) as of September 30, 2012, the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting the Lord Abbett Municipal Income Fund, Inc. as of September 30, 2012, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
New York, New York
November 20, 2012
230
Basic Information About Management
The Board is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Delaware. The Board elects officers who are responsible for the day-to-day operations of the Company and who execute policies authorized by the Board. The Board also approves an investment adviser to the Company and continues to monitor the cost and quality of the services the investment adviser provides, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.
Lord Abbett, a Delaware limited liability company, is the Company’s investment adviser. Designated Lord Abbett personnel are responsible for the day-to-day management of the Funds.
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Interested Directors |
The following Directors are affiliated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Mr. Dow and Ms. Foster are directors of each of the 13 Lord Abbett-sponsored funds, which consist of 56 portfolios or series. Ms. Foster also serves as an officer of each of those funds. |
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Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
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Robert S. Dow Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1945) | | Director since 1989 and Chairman since 1996 | | Principal Occupation: Formerly was Senior Partner of Lord Abbett (2007 - 2012), Managing Partner (1996 - 2007) and Chief Investment Officer (1995 - 2007), joined Lord Abbett in 1972. |
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| | | | Other Directorships: None. |
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Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954) | | Director and President since 2006; Chief Executive Officer since 2012 | | Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990
Other Directorships: None. |
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Independent Directors |
The following Independent Directors also are directors of each of the 13 Lord Abbett-sponsored funds, which consist of 56 portfolios or series. |
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Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
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E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941) | | Director since 1994 | | Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998-2000).
Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010) and Adelphia Communications Inc. (2003 - 2007). |
231
Basic Information About Management (continued)
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Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
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Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942) | | Director since 1998 | | Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009).
Other Directorships: Previously served as a director of Interstate Bakeries Corp. (1991 - 2008). |
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Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955) | | Director since 2011 | | Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 - 2010).
Other Directorships: None. |
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Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946) | | Director since 2004 | | Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998).
Other Directorships: Currently serves as director of Lend Lease Corporation Limited (since 2006), and WellPoint, Inc., a health benefits company (since 1994). Previously served as a director of Resources Connection, Inc., a consulting firm (2004 - 2007). |
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Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) | | Director since 2000 | | Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004).
Other Directorships: Currently serves as director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009), and Molson Coors Brewing Company (since 2002). |
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Thomas J. Neff Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1937) | | Director since 1982 | | Principal Occupation: Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996).
Other Directorships: Currently serves as director of Ace, Ltd. (since 1997). Previously served as a director of Hewitt Associates, Inc. (2004 - 2010). |
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James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) | | Director since 2006 | | Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).
Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Synageva BioPharma Corp., a biopharmaceutical company (2009 - 2011), and ViaCell, Inc. (2003 - 2007). |
232
Basic Information About Management (continued)
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Officers |
None of the officers listed below have received compensation from the Company. All of the officers of the Company also may be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation During Past Five Years” column indicate each officer’s position(s) and title(s) with Lord Abbett. |
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Name and Year of Birth | | Current Position with the Company | | Length of Service of Current Position | | Principal Occupation During the Past Five Years |
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Daria L. Foster (1954) | | President and Chief Executive Officer | | Elected as President in 2006 and Chief Executive Officer in 2012 | | Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. |
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Robert I. Gerber (1954) | | Executive Vice President | | Elected in 2006 | | Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management. |
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Daniel S. Solender (1965) | | Executive Vice President | | Elected in 2006 | | Partner and Director, joined Lord Abbett in 2006. |
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James W. Bernaiche (1956) | | Chief Compliance Officer | | Elected in 2004 | | Partner and Chief Compliance Officer, joined Lord Abbett in 2001. |
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Joan A. Binstock (1954) | | Chief Financial Officer and Vice President | | Elected in 1999 | | Partner and Chief Operations Officer, joined Lord Abbett in 1999. |
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John K. Forst (1960) | | Vice President and Assistant Secretary | | Elected in 2005 | | Deputy General Counsel, joined Lord Abbett in 2004. |
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Philip B. Herman (1977) | | Vice President | | Elected in 2010 | | Portfolio Manager, joined Lord Abbett in 2007. |
Lawrence H. Kaplan (1957) | | Vice President and Secretary | | Elected in 1997 | | Partner and General Counsel, joined Lord Abbett in 1997. |
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Paul A. Langlois (1968) | | Vice President | | Elected in 2012 | | Portfolio Manager, joined Lord Abbett in 2009 and was formerly a Senior Vice President and Investment Officer at J. & W. Seligman & Co. Incorporated and a Vice President and Analyst at Delaware Investments. |
233
Basic Information About Management (concluded)
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Name and Year of Birth | | Current Position with the Company | | Length of Service of Current Position | | Principal Occupation During the Past Five Years |
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A. Edward Oberhaus, III (1959) | | Vice President | | Elected in 1996 | | Partner and Director, joined Lord Abbett in 1983. |
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Thomas R. Phillips (1960) | | Vice President and Assistant Secretary | | Elected in 2008 | | Partner and Deputy General Counsel, joined Lord Abbett in 2006. |
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Lawrence B. Stoller (1963) | | Vice President and Assistant Secretary | | Elected in 2007 | | Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007. |
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Daniel T. Vande Velde (1967) | | Vice President | | Elected in 2008 | | Partner and Portfolio Manager, joined Lord Abbett in 2007. |
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Scott S. Wallner (1955) | | AML Compliance Officer | | Elected in 2011 | | Assistant General Counsel, joined Lord Abbett in 2004. |
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Bernard J. Grzelak (1971) | | Treasurer | | Elected in 2003 | | Partner and Director of Fund Administration, joined Lord Abbett in 2003. |
Please call 888-522-2388 for a copy of the statement of additional information (“SAI”), which contains further information about the Company’s Directors. It is available free upon request.
234
Householding
The Company has adopted a policy that allows it to send only one copy of each Fund’s prospectus, proxy material, annual report and semiannual report to certain shareholders residing at the same “household.” This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be “householded,” please call Lord Abbett at 888-522-2388 or send a written request with your name, the name of your fund or funds and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.
Proxy Voting Policies, Procedures and Records
A description of the policies and procedures that Lord Abbett uses to vote proxies related to each Fund’s portfolio securities, and information on how Lord Abbett voted each Fund’s proxies during the 12-month period ended June 30 are available without charge, upon request, (i) by calling 888-522-2388; (ii) on Lord Abbett’s Website at www.lordabbett.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) Website at www.sec.gov.
Shareholder Reports and Quarterly Portfolio Disclosure
The Funds are required to file their complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330).
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| Tax Information | |
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| 100% of the income distributions paid by each Fund, other than High Yield, during the fiscal year ended September 30, 2012 is tax-exempt dividend income. | |
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| 99% of the income distributions paid by High Yield during the fiscal year ended September 30, 2012 is tax-exempt dividend income. | |
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| Of the distributions paid by Short Duration to shareholders during the fiscal year ended September 30, 2012, $1,326,190 represents long-term capital gains. | |
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235
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| Lord Abbett Municipal Income Fund, Inc. | |
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This report, when not used for the general information of shareholders of the Fund, is to be distributed only if preceded or accompanied by a current fund prospectus.
Lord Abbett mutual fund shares are distributed by
LORD ABBETT DISTRIBUTOR LLC. | | Lord Abbett Short Duration Tax Free Fund Lord Abbett Intermediate Tax Free Fund Lord Abbett AMT Free Municipal Bond Fund Lord Abbett National Tax-Free Income Fund Lord Abbett High Yield Municipal Bond Fund Lord Abbett California Tax-Free Income Fund Lord Abbett New Jersey Tax-Free Income Fund Lord Abbett New York Tax-Free Fund | LATFI-2-0912 (11/12) |
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Item 2: | Code of Ethics. |
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(a) | | In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant (“Code of Ethics”). The Code of Ethics was in effect during the fiscal year ended September 30, 2012 (the “Period”). |
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(b) | | Not applicable. |
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(c) | | The Registrant has not amended the Code of Ethics as described in Form N-CSR during the Period. |
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(d) | | The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the Period. |
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(e) | | Not applicable. |
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(f) | | See Item 12(a)(1) concerning the filing of the Code of Ethics. The Registrant will provide a copy of the Code of Ethics to any person without charge, upon request. To obtain a copy, please call Lord Abbett at 888-522-2388. |
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Item 3: | Audit Committee Financial Expert. |
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| | The Registrant’s board of directors has determined that each of the following independent directors who are members of the audit committee is an audit committee financial expert: E. Thayer Bigelow, Robert B. Calhoun Jr., and James L.L. Tullis. Each of these persons is independent within the meaning of the Form N-CSR. |
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Item 4: | Principal Accountant Fees and Services. |
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In response to sections (a), (b), (c) and (d) of Item 4, the aggregate fees billed to the Registrant for the fiscal years ended September 30, 2012 and 2011 by the Registrant’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”) were as follows: |
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| | Fiscal year ended: | |
| | 2012 | | 2011 | |
Audit Fees {a} | | $ | 308,000 | | $ | 283,000 | |
Audit-Related Fees | | | - 0 - | | | - 0 - | |
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Total audit and audit-related fees | | | 308,000 | | | 283,000 | |
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Tax Fees {b} | | | 46,953 | | | 45,724 | |
All Other Fees | | | - 0 - | | | - 0 - | |
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Total Fees | | $ | 354,953 | | $ | 328,724 | |
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| {a} Consists of fees for audits of the Registrant’s annual financial statements. |
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| {b} Fees for the fiscal year ended September 30, 2012 and 2011 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, New Jersey Annual Report Form, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and 1096 Annual Summary and Transmittal of U.S. Information Returns. |
(e) (1) Pursuant to Rule 2-01(c) (7) of Regulation S-X, the Registrant’s Audit Committee has adopted pre-approval policies and procedures. Such policies and procedures generally provide that the Audit Committee must pre-approve:
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| • | any audit, audit-related, tax, and other services to be provided to the Lord Abbett Funds, including the Registrant, and |
| • | any audit-related, tax, and other services to be provided to the Registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to one or more Funds comprising the Registrant 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 has delegated pre-approval authority to its Chairman, subject to a fee limit of $10,000 per event, and not to exceed $25,000 annually. 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 pre-approved by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.
(e) (2) The Registrant’s Audit Committee has approved 100% of the services described in this Item 4 (b) through (d).
(f) Not applicable.
(g) The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant are shown above in the response to Item 4 (a), (b), (c) and (d) as “All Other Fees”.
The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant’s investment adviser, Lord, Abbett & Co. LLC (“Lord Abbett”), for the fiscal years ended September 30, 2012 and 2011 were:
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| | Fiscal year ended: | |
| | 2012 | | 2011 | |
All Other Fees {a} | | $ | 170,618 | | $ | 172,220 | |
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| {a} Consist 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 (“SAS 70 Report”). |
The aggregate non-audit fees billed by Deloitte for services rendered to entities under the common control of Lord Abbett for the fiscal years ended September 30, 2012 and 2011 were:
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| | Fiscal year ended: | |
| | 2012 | | 2011 | |
All Other Fees | | $ | - 0 - | | $ | - 0- | |
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(h) The Registrant’s Audit Committee has considered the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant, that were not pre-approved pursuant to Rule 2-01 (c)(7)(ii) of Regulation S-X and has determined that the provision of such services is compatible with maintaining Deloitte’s independence. |
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Item 5: | Audit Committee of Listed Registrants. |
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| Not applicable. |
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Item 6: | Investments. |
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| Not applicable. |
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Item 7: | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
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| Not applicable. |
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Item 8: | Portfolio Managers of Closed-End Management Investment Companies. |
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| Not applicable. |
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Item 9: | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
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| Not applicable. |
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Item 10: | Submission of Matters to a Vote of Security Holders. |
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| Not applicable. |
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Item 11: | Controls and Procedures. |
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| (a) | Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities. |
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| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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Item 12: | Exhibits. |
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| (a)(1) | Amendments to Code of Ethics – Not applicable. |
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| (a)(2) | Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT. |
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| (a)(3) | Not applicable. |
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| (b) | Certification of each principal executive officer and principal financial officer of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is provided as a part of EX-99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| LORD ABBETT MUNICIPAL INCOME FUND, INC. |
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| | By: | /s/ Daria L. Foster |
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| | | Daria L. Foster |
| | | President and Chief Executive Officer |
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Date: November 19, 2012 | | | |
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| | By: | /s/ Joan A. Binstock |
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| | | Joan A. Binstock |
| | | Chief Financial Officer and Vice President |
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Date: November 19, 2012 | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| | By: | /s/ Daria L. Foster |
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| | | Daria L. Foster |
| | | President and Chief Executive Officer |
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Date: November 19, 2012 | | | |
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| | By: | /s/ Joan A. Binstock |
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| | | Joan A. Binstock |
| | | Chief Financial Officer and Vice President |
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Date: November 19, 2012 | | | |