Purchases and sales of investment securities (excluding short-term investments) during the six months ended March 31, 2013 were as follows:
There were no purchases or sales of U.S. Government securities during the six months ended March 31, 2013.
During the six months ended March 31, 2013, the Company’s officers and the two Directors who were associated with Lord Abbett did 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, the Funds 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 the Funds’ Statements of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of March 31, 2013 there were no loans pursuant to this Facility, nor was the Facility utilized any time during the six months ended March 31, 2013.
Notes to Financial Statements (unaudited)(continued)
Effective April 1, 2013, the Funds and the participating funds entered into a short term extension of the Facility through June 30, 2013.
| | |
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 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.
176
Notes to Financial Statements (unaudited)(continued)
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 | | | Six Months Ended March 31, 2013 (unaudited) | | | Year Ended September 30, 2012 | |
| | | | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 23,008,946 | | $ | 367,060,274 | | | 42,634,932 | | $ | 677,233,559 | |
Reinvestment of distributions | | | 506,744 | | | 8,081,981 | | | 962,340 | | | 15,283,241 | |
Shares reacquired | | | (18,705,487 | ) | | (298,364,328 | ) | | (27,890,001 | ) | | (442,708,942 | ) |
| | | | | | | | | | | | | |
Increase | | | 4,810,203 | | $ | 76,777,927 | | | 15,707,271 | | $ | 249,807,858 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 3,146,930 | | $ | 50,214,754 | | | 6,990,353 | | $ | 111,023,211 | |
Reinvestment of distributions | | | 49,226 | | | 785,058 | | | 102,850 | | | 1,632,797 | |
Shares reacquired | | | (2,722,397 | ) | | (43,435,182 | ) | | (3,894,296 | ) | | (61,852,259 | ) |
| | | | | | | | | | | | | |
Increase | | | 473,759 | | $ | 7,564,630 | | | 3,198,907 | | $ | 50,803,749 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 19,160,445 | | $ | 305,690,773 | | | 37,232,554 | | $ | 591,634,817 | |
Reinvestment of distributions | | | 157,195 | | | 2,507,221 | | | 274,754 | | | 4,364,848 | |
Shares reacquired | | | (17,831,636 | ) | | (284,433,632 | ) | | (16,502,555 | ) | | (262,303,705 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,486,004 | | $ | 23,764,362 | | | 21,004,753 | | $ | 333,695,960 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,144,222 | | $ | 18,259,191 | | | 2,584,913 | | $ | 41,036,826 | |
Reinvestment of distributions | | | 13,016 | | | 207,570 | | | 15,568 | | | 247,626 | |
Shares reacquired | | | (742,780 | ) | | (11,845,054 | ) | | (1,553,382 | ) | | (24,693,271 | ) |
| | | | | | | | | | | | | |
Increase | | | 414,458 | | $ | 6,621,707 | | | 1,047,099 | | $ | 16,591,181 | |
| | | | | | | | | | | | | |
177
Notes to Financial Statements (unaudited)(continued)
| | | | | | | | | | | | | |
Intermediate | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 50,082,582 | | $ | 553,435,395 | | | 93,112,669 | | $ | 1,002,185,243 | |
Converted from Class B* | | | 12,855 | | | 141,677 | | | 34,912 | | | 375,792 | |
Reinvestment of distributions | | | 2,055,063 | | | 22,701,591 | | | 3,565,467 | | | 38,478,162 | |
Shares reacquired | | | (32,785,225 | ) | | (362,090,154 | ) | | (40,951,426 | ) | | (439,417,803 | ) |
| | | | | | | | | | | | | |
Increase | | | 19,365,275 | | $ | 214,188,509 | | | 55,761,622 | | $ | 601,621,394 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 27,516 | | $ | 304,914 | | | 29,128 | | $ | 313,376 | |
Reinvestment of distributions | | | 3,122 | | | 34,471 | | | 8,701 | | | 93,516 | |
Shares reacquired | | | (57,149 | ) | | (631,725 | ) | | (85,187 | ) | | (913,705 | ) |
Converted to Class A* | | | (12,867 | ) | | (141,677 | ) | | (34,944 | ) | | (375,792 | ) |
| | | | | | | | | | | | | |
Decrease | | | (39,378 | ) | $ | (434,017 | ) | | (82,302 | ) | $ | (882,605 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 12,011,319 | | $ | 132,572,596 | | | 26,726,818 | | $ | 287,280,002 | |
Reinvestment of distributions | | | 422,310 | | | 4,659,011 | | | 775,821 | | | 8,358,675 | |
Shares reacquired | | | (6,124,532 | ) | | (67,547,597 | ) | | (7,103,145 | ) | | (76,377,675 | ) |
| | | | | | | | | | | | | |
Increase | | | 6,309,097 | | $ | 69,684,010 | | | 20,399,494 | | $ | 219,261,002 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 35,550,449 | | $ | 392,537,531 | | | 55,913,926 | | $ | 600,833,634 | |
Reinvestment of distributions | | | 620,430 | | | 6,851,450 | | | 973,940 | | | 10,522,333 | |
Shares reacquired | | | (18,168,982 | ) | | (200,489,661 | ) | | (17,386,747 | ) | | (187,081,406 | ) |
| | | | | | | | | | | | | |
Increase | | | 18,001,897 | | $ | 198,899,320 | | | 39,501,119 | | $ | 424,274,561 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,973,403 | | $ | 21,759,590 | | | 3,505,459 | | $ | 37,682,400 | |
Reinvestment of distributions | | | 30,159 | | | 333,379 | | | 23,494 | | | 255,009 | |
Shares reacquired | | | (1,334,624 | ) | | (14,727,673 | ) | | (362,249 | ) | | (3,939,197 | ) |
| | | | | | | | | | | | | |
Increase | | | 668,938 | | $ | 7,365,296 | | | 3,166,704 | | $ | 33,998,212 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class P Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 16.437 | | $ | 179 | | | 37.982 | | $ | 409 | |
| | | | | | | | | | | | | |
Increase | | | 16.437 | | $ | 179 | | | 37.982 | | $ | 409 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
AMT Free | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 3,387,262 | | $ | 56,205,699 | | | 5,125,553 | | $ | 80,830,989 | |
Reinvestment of distributions | | | 115,749 | | | 1,915,841 | | | 159,905 | | | 2,542,938 | |
Shares reacquired | | | (2,139,104 | ) | | (35,543,852 | ) | | (2,341,903 | ) | | (37,010,690 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,363,907 | | $ | 22,577,688 | | | 2,943,555 | | $ | 46,363,237 | |
| | | | | | | | | | | | | |
178
Notes to Financial Statements (unaudited)(continued)
| | | | | | | | | | | | | |
AMT Free | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class C Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 573,666 | | $ | 9,509,803 | | | 1,004,269 | | $ | 15,895,353 | |
Reinvestment of distributions | | | 12,221 | | | 202,259 | | | 12,078 | | | 192,957 | |
Shares reacquired | | | (173,722 | ) | | (2,882,582 | ) | | (70,344 | ) | | (1,119,948 | ) |
| | | | | | | | | | | | | |
Increase | | | 412,165 | | $ | 6,829,480 | | | 946,003 | | $ | 14,968,362 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 936,662 | | $ | 15,582,500 | | | 1,972,709 | | $ | 31,322,368 | |
Reinvestment of distributions | | | 20,269 | | | 335,593 | | | 14,665 | | | 235,359 | |
Shares reacquired | | | (847,341 | ) | | (14,033,016 | ) | | (249,847 | ) | | (3,989,887 | ) |
| | | | | | | | | | | | | |
Increase | | | 109,590 | | $ | 1,885,077 | | | 1,737,527 | | $ | 27,567,840 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,218 | | $ | 20,000 | | | 893,026 | | $ | 14,222,738 | |
Reinvestment of distributions | | | 3,619 | | | 60,037 | | | 59 | | | 948 | |
Shares reacquired | | | (353,148 | ) | | (5,822,000 | ) | | (382,874 | ) | | (6,150,000 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (348,311 | ) | $ | (5,741,963 | ) | | 510,211 | | $ | 8,073,686 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
National | | Six Months Ended March 31, 2013 (unaudited) | | | Year Ended September 30, 2012 | |
| | | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 18,382,857 | | $ | 214,482,276 | | | 28,420,946 | | $ | 315,267,233 | |
Converted from Class B* | | | 33,571 | | | 391,603 | | | 120,130 | | | 1,323,114 | |
Reinvestment of distributions | | | 2,403,371 | | | 28,013,651 | | | 5,018,202 | | | 55,496,738 | |
Shares reacquired | | | (13,610,734 | ) | | (158,645,263 | ) | | (20,036,068 | ) | | (220,598,682 | ) |
| | | | | | | | | | | | | |
Increase | | | 7,209,065 | | $ | 84,242,267 | | | 13,523,210 | | $ | 151,488,403 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 17,896 | | $ | 209,935 | | | 31,421 | | $ | 339,685 | |
Reinvestment of distributions | | | 7,024 | | | 82,297 | | | 21,004 | | | 232,543 | |
Shares reacquired | | | (40,814 | ) | | (477,245 | ) | | (130,923 | ) | | (1,450,927 | ) |
Converted to Class A* | | | (33,403 | ) | | (391,603 | ) | | (119,536 | ) | | (1,323,114 | ) |
| | | | | | | | | | | | | |
Decrease | | | (49,297 | ) | $ | (576,616 | ) | | (198,034 | ) | $ | (2,201,813 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 3,350,397 | | $ | 39,120,882 | | | 5,516,258 | | $ | 61,212,972 | |
Reinvestment of distributions | | | 194,170 | | | 2,265,526 | | | 371,609 | | | 4,118,872 | |
Shares reacquired | | | (2,219,634 | ) | | (25,898,502 | ) | | (2,242,441 | ) | | (24,765,890 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,324,933 | | $ | 15,487,906 | | | 3,645,426 | | $ | 40,565,954 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 4,276,441 | | $ | 49,814,286 | | | 5,825,691 | | $ | 64,453,660 | |
Reinvestment of distributions | | | 141,168 | | | 1,643,929 | | | 210,971 | | | 2,341,872 | |
Shares reacquired | | | (1,899,286 | ) | | (22,125,323 | ) | | (2,388,365 | ) | | (26,257,268 | ) |
| | | | | | | | | | | | | |
Increase | | | 2,518,323 | | $ | 29,332,892 | | | 3,648,297 | | $ | 40,538,264 | |
| | | | | | | | | | | | | |
179
Notes to Financial Statements (unaudited)(continued)
| | | | | | | | | | | | | |
National | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class I Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 55,781 | | $ | 651,066 | | | 5,686 | | $ | 65,206 | |
Reinvestment of distributions | | | 546 | | | 6,362 | | | 62 | | | 695 | |
Shares reacquired | | | (1,427 | ) | | (16,529 | ) | | — | | | — | |
| | | | | | | | | | | | | |
Increase | | | 54,900 | | $ | 640,899 | | | 5,748 | | $ | 65,901 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
High Yield | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 22,932,020 | | $ | 279,253,755 | | | 33,169,150 | | $ | 380,677,984 | |
Reinvestment of distributions | | | 2,095,077 | | | 25,561,056 | | | 3,917,450 | | | 44,772,742 | |
Shares reacquired | | | (15,513,362 | ) | | (189,070,128 | ) | | (20,893,388 | ) | | (235,241,433 | ) |
| | | | | | | | | | | | | |
Increase | | | 9,513,735 | | $ | 115,744,683 | | | 16,193,212 | | $ | 190,209,293 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 6 | | $ | 78 | | | 44.665 | | $ | 512 | |
Shares reacquired | | | (1,005 | ) | | (12,248 | ) | | — | | | — | |
| | | | | | | | | | | | | |
Increase (decrease) | | | (999 | ) | $ | (12,170 | ) | | 44.665 | | $ | 512 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 5,362,726 | | $ | 65,322,931 | | | 9,914,109 | | $ | 113,874,665 | |
Reinvestment of distributions | | | 623,160 | | | 7,607,584 | | | 1,321,792 | | | 15,090,829 | |
Shares reacquired | | | (5,271,179 | ) | | (64,266,356 | ) | | (7,844,922 | ) | | (88,941,259 | ) |
| | | | | | | | | | | | | |
Increase | | | 714,707 | | $ | 8,664,159 | | | 3,390,979 | | $ | 40,024,235 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 14,341,261 | | $ | 175,399,091 | | | 12,839,207 | | $ | 147,250,418 | |
Reinvestment of distributions | | | 354,222 | | | 4,325,027 | | | 520,235 | | | 5,968,087 | |
Shares reacquired | | | (5,120,304 | ) | | (62,518,721 | ) | | (7,512,729 | ) | | (85,432,106 | ) |
| | | | | | | | | | | | | |
Increase | | | 9,575,179 | | $ | 117,205,397 | | | 5,846,713 | | $ | 67,786,399 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 230,968 | | $ | 2,811,907 | | | 90,432 | | $ | 1,043,602 | |
Reinvestment of distributions | | | 2,438 | | | 29,802 | | | 1,050 | | | 12,256 | |
Shares reacquired | | | (156,423 | ) | | (1,903,361 | ) | | (159,093 | ) | | (1,854,911 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 76,983 | | $ | 938,348 | | | (67,611 | ) | $ | (799,053 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class P Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 23.301 | | $ | 279 | | | 51.365 | | $ | 591 | |
| | | | | | | | | | | | | |
Increase | | | 23.301 | | $ | 279 | | | 51.365 | | $ | 591 | |
| | | | | | | | | | | | | |
180
Notes to Financial Statements (unaudited)(continued)
| | | | | | | | | | | | | |
California | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 2,662,369 | | $ | 28,879,528 | | | 4,558,879 | | $ | 47,597,103 | |
Reinvestment of distributions | | | 250,402 | | | 2,716,710 | | | 502,520 | | | 5,218,897 | |
Shares reacquired | | | (1,853,650 | ) | | (20,074,990 | ) | | (2,442,508 | ) | | (25,218,536 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,059,121 | | $ | 11,521,248 | | | 2,618,891 | | $ | 27,597,464 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 559,311 | | $ | 6,076,886 | | | 1,239,388 | | $ | 12,927,225 | |
Reinvestment of distributions | | | 36,923 | | | 400,838 | | | 69,196 | | | 719,790 | |
Shares reacquired | | | (391,544 | ) | | (4,245,586 | ) | | (531,315 | ) | | (5,515,593 | ) |
| | | | | | | | | | | | | |
Increase | | | 204,690 | | $ | 2,232,138 | | | 777,269 | | $ | 8,131,422 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 778,765 | | $ | 8,429,235 | | | 1,195,948 | | $ | 12,474,687 | |
Reinvestment of distributions | | | 22,668 | | | 245,930 | | | 36,780 | | | 382,961 | |
Shares reacquired | | | (389,301 | ) | | (4,216,304 | ) | | (625,484 | ) | | (6,533,390 | ) |
| | | | | | | | | | | | | |
Increase | | | 412,132 | | $ | 4,458,861 | | | 607,244 | | $ | 6,324,258 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 22 | | $ | 233 | | | 49 | | $ | 513 | |
| | | | | | | | | | | | | |
Increase | | | 22 | | $ | 233 | | | 49 | | $ | 513 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
New Jersey | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 3,150,146 | | $ | 16,055,078 | | | 8,392,260 | | $ | 40,514,369 | |
Reinvestment of distributions | | | 323,587 | | | 1,649,213 | | | 782,762 | | | 3,836,105 | |
Shares reacquired | | | (1,504,948 | ) | | (7,652,145 | ) | | (6,583,445 | ) | | (31,927,739 | ) |
| | | | | | | | | | | | | |
Increase | | | 1,968,785 | | $ | 10,052,146 | | | 2,591,577 | | $ | 12,422,735 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 377,424 | | $ | 1,928,814 | | | 1,041,622 | | $ | 5,116,257 | |
Reinvestment of distributions | | | 14,971 | | | 76,323 | | | 24,444 | | | 120,686 | |
Shares reacquired | | | (178,565 | ) | | (909,706 | ) | | (448,666 | ) | | (2,207,709 | ) |
| | | | | | | | | | | | | |
Increase | | | 213,830 | | $ | 1,095,431 | | | 617,400 | | $ | 3,029,234 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 44 | | $ | 225 | | | 98 | | $ | 485 | |
| | | | | | | | | | | | | |
Increase | | | 44 | | $ | 225 | | | 98 | | $ | 485 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
New York | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 4,729,490 | | $ | 54,326,438 | | | 6,773,327 | | $ | 75,297,315 | |
Reinvestment of distributions | | | 346,601 | | | 3,964,661 | | | 610,578 | | | 6,745,539 | |
Shares reacquired | | | (2,215,243 | ) | | (25,378,977 | ) | | (2,571,509 | ) | | (28,328,743 | ) |
| | | | | | | | | | | | | |
Increase | | | 2,860,848 | | $ | 32,912,122 | | | 4,812,396 | | $ | 53,714,111 | |
| | | | | | | | | | | | | |
181
Notes to Financial Statements (unaudited)(concluded)
| | | | | | | | | | | | | |
New York | | Six Months Ended March 31, 2013 (unaudited) | | Year Ended September 30, 2012 | |
| | | | | |
Class C Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 695,486 | | $ | 7,960,517 | | | 1,339,145 | | $ | 14,844,381 | |
Reinvestment of distributions | | | 37,873 | | | 432,623 | | | 73,210 | | | 807,397 | |
Shares reacquired | | | (376,687 | ) | | (4,305,109 | ) | | (604,643 | ) | | (6,677,400 | ) |
| | | | | | | | | | | | | |
Increase | | | 356,672 | | $ | 4,088,031 | | | 807,712 | | $ | 8,974,378 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 553,586 | | $ | 6,338,732 | | | 918,529 | | $ | 10,111,498 | |
Reinvestment of distributions | | | 16,514 | | | 189,075 | | | 29,164 | | | 323,460 | |
Shares reacquired | | | (195,767 | ) | | (2,242,522 | ) | | (240,832 | ) | | (2,670,085 | ) |
| | | | | | | | | | | | | |
Increase | | | 374,333 | | $ | 4,285,285 | | | 706,861 | | $ | 7,764,873 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 30,837 | | $ | 350,000 | | | 22,038 | | $ | 250,000 | |
Reinvestment of distributions | | | 422 | | | 4,834 | | | 192 | | | 2,164 | |
Shares reacquired | | | (50 | ) | | (583 | ) | | — | | | — | |
| | | | | | | | | | | | | |
Increase | | | 31,209 | | $ | 354,251 | | | 22,230 | | $ | 252,164 | |
| | | | | | | | | | | | | |
| |
* | 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. |
182
Approval of Advisory Contract
The Board of Directors of the Company, including all of the Directors who are not interested persons of the Company or Lord, Abbett & Co. LLC (“Lord Abbett”), annually considers whether to approve the continuation of the existing management agreement between the Fund and Lord Abbett. In connection with its most recent approval, the Board reviewed materials relating specifically to the management agreement, as well as numerous materials received throughout the course of the year, including information about the Fund’s investment performance compared to the performance of its benchmark. Before making its decision as to each Fund, the Board had the opportunity to ask questions and request further information, taking into account its familiarity with Lord Abbett gained through its meetings and discussions. These meetings and discussions included the examination of the portfolio management teams conducted by members of the Contract Committee, the deliberations of the Contract Committee, and discussions between the Contract Committee and Lord Abbett’s management.
The materials received by the Board as to each Fund included, but were not limited to: (1) information provided by Lipper Inc. regarding the investment performance of the Fund compared to the investment performance of a group of funds within the same investment classification/objective (the “performance universe”) and the investment performance of an appropriate benchmark; (2) information on the expense ratios, contractual and effective management fee rates, and other expense components for the Fund and one or more groups of funds with similar objectives and of similar size (the “peer group”); (3) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (4) sales and redemption information for the Fund; (5) information regarding Lord Abbett’s financial condition; (6) an analysis of the relative profitability of the management agreement to Lord Abbett; (7) information provided by Lord Abbett regarding the investment management fees Lord Abbett receives from its other advisory clients maintaining accounts with a similar investment strategy as the Fund; (8) information regarding the distribution arrangements of the Fund; and (9) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.
Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to each Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all relevant legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest resulting from being engaged in other lines of business. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to the Fund and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.
Investment Performance. The Board reviewed each Fund’s investment performance in relation to that of the relevant performance universes, in each case as of various periods ended September 30, 2012. As to each of Short Duration Tax Free Fund, Intermediate Tax Free Fund, AMT Free Municipal Bond Fund, and National Tax Free Fund, the Board observed that the investment performance of the Class A shares was above the median of the performance universe for each period. As to High Yield Municipal Bond Fund, the Board observed that the performance of the Class A shares was above the median of the performance universe for the nine-month and one-year periods and below the median for the three-year and five-year periods. As to each of California Tax Free Income Fund and New Jersey Tax Free Fund, the Board observed that the performance of the Class A shares was
183
above the median of the performance universe for the nine-month, one-year, and three-year periods and below the median for the five-year and ten-year periods. As to New York Tax Free Income Fund, the Board observed that the performance of the Class A shares was above the median of the performance universe for the nine-month, one-year, three-year, and five-year periods and below the median for the ten-year period.
Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to each Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management personnel.
Nature and Quality of Other Services. The Board considered the nature, quality, costs, and extent of compliance, administrative, and other services performed by Lord Abbett and Lord Abbett Distributor LLC (“Distributor”) and the nature and extent of Lord Abbett’s supervision of third party service providers, including each Fund’s transfer agent and custodian.
Expenses. The Board considered the expense level of each class of shares of each Fund and the expense levels of one or more corresponding peer groups. The Board considered the fiscal periods on which the peer group comparisons were based, and noted that the fiscal years of many funds in each Fund’s peer group did not coincide with the Fund’s fiscal year. It also considered the projected expense levels of each Fund and how those levels would relate to those of the peer group and the amount and nature of the fees paid by shareholders. As to Short Duration Tax Free Fund, the Board observed that the expense ratios were generally below or the same as medians of the peer group. As to Intermediate Tax Free Fund, the Board observed that some of the expense ratios were below and others were above the medians of the peer group. In addition, as to Intermediate Tax Free Fund, the Board noted that Lord Abbett had agreed to a new fee schedule to the Management Agreement, effective February 1, 2013. As to AMT Free Municipal Bond Fund, the Board observed that the expense ratios were below the medians of the peer group. As to National Tax Free Fund, the Board observed that the expense ratios were slightly above the medians of the peer group. As to High Yield Municipal Bond Fund, the Board observed that the expense ratios generally were below or the same as the medians of the peer group, other than the expense ratio of Class P shares. As to each of California Tax Free Fund and New York Tax Free Fund, the Board observed that the expense ratios were below the medians of the peer group, other than the expense ratio of Class F shares. As to New Jersey Tax Free Fund, the Board observed that the expense ratios were the same as or slightly below the medians of the peer groups.
Profitability. As to each Fund, the Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of each Fund, including the fee that Lord Abbett receives from the Fund for providing administrative services to the Fund, and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other business segments of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s
184
profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board concluded that Lord Abbett’s profitability as to each Fund was not excessive.
Economies of Scale. As to each Fund, the Board considered whether there had been any economies of scale in managing the Fund, whether the Fund had appropriately benefited from any such economies of scale, and whether there was potential for realization of any further economies of scale. The Board concluded that each existing management fee schedule, with its breakpoint or breakpoints in the level of the management fee, adequately addressed any economies of scale in managing the applicable Fund.
Other Benefits to Lord Abbett. As to each Fund, the Board considered the character and amount of fees paid by the Fund and the Fund’s shareholders to Lord Abbett and Distributor for services other than investment advisory services. The Board also considered the revenues and profitability of Lord Abbett’s investment advisory business apart from its mutual fund business, and the intangible benefits enjoyed by Lord Abbett by virtue of its relationship with the Fund. The Board observed that Distributor receives 12b-1 fees from certain of the Lord Abbett Funds as to shares held in accounts for which there is no other broker of record, may retain a portion of the 12b-1 fees from the Funds, and receives a portion of the sales charges on sales and redemptions of some classes of shares. In addition, the Board observed that Lord Abbett accrues certain benefits for its business of providing investment advice to clients other than the Lord Abbett Funds, but that business also benefits the Funds. The Board also noted that Lord Abbett, as disclosed in the prospectuses of the Funds, has entered into revenue sharing arrangements with certain entities that distribute shares of the Funds.
Alternative Arrangements. As to each Fund, the Board considered whether, instead of approving continuation of the management agreement, it might be in the best interests of the Fund to implement one or more alternative arrangements, such as continuing to employ Lord Abbett, but on different terms. After considering all of the relevant factors, the Board unanimously found that continuation of the existing management agreements was in the best interests of each Fund and its shareholders and voted unanimously to approve the continuation of the management agreements. In considering whether to approve the continuation of the management agreement, the Board did not identify any single factor as paramount or controlling. This summary does not discuss in detail all matters considered.
185
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).
186
| | | |
| | | |
| | | |
| | | |
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 Municipal Income Fund, Inc. | |
| Lord Abbett Short Duration Tax Free Fund Lord Abbett Intermediate Tax Free Fund Lord Abbett AMT Free Municipal Bond Fund Lord Abbett National Tax-Free Income Fund Lord Abbett High Yield Municipal Bond Fund Lord Abbett California Tax-Free Income Fund Lord Abbett New Jersey Tax-Free Income Fund Lord Abbett New York Tax-Free Fund | |
| LATFI-3-0313 (05/13) |
Item 2: | | Code of Ethics. |
| | Not applicable. |
| | |
Item 3: | | Audit Committee Financial Expert. |
| | Not applicable. |
| | |
Item 4: | | Principal Accountant Fees and Services. |
| | Not applicable. |
| | |
Item 5: | | Audit Committee of Listed Registrants. |
| | Not applicable. |
| | |
Item 6: | | Investments. |
| | Not applicable. |
| | |
Item 7: | | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
| | Not applicable. |
| | |
Item 8: | | Portfolio Managers of Closed-End Management Investment Companies. |
| | Not applicable. |
| | |
Item 9: | | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
| | Not applicable. |
| | |
Item 10: | | Submission of Matters to a Vote of Security Holders. |
| | Not applicable. |
| | |
Item 11: | | Controls and Procedures. |
| | |
| (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. |
| | |
| (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) | The Lord Abbett Family of Funds Sarbanes Oxley Code of Ethics for the Principal Executive Officer and Senior Financial Officers is attached hereto as part of Ex-99. CODEETH. |
| | |
| (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. |
| | |
| (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.
LORD ABBETT MUNICIPAL INCOME FUND, INC.
By: /s/ Daria L. Foster
Daria L. Foster
President and Chief Executive Officer
Date: May 20, 2013
By: /s/ Joan A. Binstock
Joan A. Binstock
Chief Financial Officer and Vice President
Date: May 20, 2013
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.
By: /s/ Daria L. Foster
Daria L. Foster
President and Chief Executive Officer
Date: May 20, 2013
By: /s/ Joan A. Binstock
Joan A. Binstock
Chief Financial Officer and Vice President
Date: May 20, 2013