SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a Party other than the registrant [ ]
Check the appropriate box:
| [ ] | Preliminary proxy statement. |
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| [ ] | Definitive proxy statement. |
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| [X] | Definitive additional materials. |
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| [ ] | Soliciting material under Rule 14a-12. |
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| [ ] | Confidential, for use of the Commission only (as permitted by Rule 14a-b(e)(2)) |
| Lord Abbett Affiliated Fund, Inc. |
| Lord Abbett Bond-Debenture Fund, Inc. |
| Lord Abbett Developing Growth Fund, Inc. |
| Lord Abbett Global Fund, Inc. |
| | Lord Abbett Emerging Markets Currency Fund |
| | Lord Abbett Multi-Asset Global Opportunity Fund |
| Lord Abbett Investment Trust |
| | Lord Abbett Convertible Fund |
| | Lord Abbett Core Fixed Income Fund |
| | Lord Abbett Diversified Equity Strategy Fund |
| | Lord Abbett High Yield Fund |
| | Lord Abbett Income Fund |
| | Lord Abbett Multi-Asset Balanced Opportunity Fund |
| | Lord Abbett Multi-Asset Growth Fund |
| | Lord Abbett Multi-Asset Income Fund |
| | Lord Abbett Short Duration Income Fund |
| | Lord Abbett Total Return Fund |
| Lord Abbett Mid Cap Stock Fund, Inc. |
| Lord Abbett Municipal Income Fund, Inc. |
| | Lord Abbett California Tax Free Fund |
| | Lord Abbett High Yield Municipal Bond Fund |
| | Lord Abbett Intermediate Tax Free Fund |
| | Lord Abbett National Tax Free Fund |
| | Lord Abbett New Jersey Tax Free Fund |
| | Lord Abbett New York Tax Free Fund |
| Lord Abbett Research Fund, Inc. |
| | Lord Abbett Calibrated Dividend Growth Fund |
| | Lord Abbett Growth Opportunities Fund |
| | Lord Abbett Small Cap Value Fund |
| Lord Abbett Securities Trust |
| | Lord Abbett Alpha Strategy Fund |
| | Lord Abbett Fundamental Equity Fund |
| | Lord Abbett International Core Equity Fund |
| | Lord Abbett International Dividend Income Fund |
| | Lord Abbett International Opportunities Fund |
| | Lord Abbett Micro Cap Growth Fund |
| | Lord Abbett Micro Cap Value Fund |
| | Lord Abbett Value Opportunities Fund |
| Lord Abbett Series Fund, Inc. |
| | Bond Debenture Portfolio |
| | Calibrated Dividend Growth Portfolio |
| | Classic Stock Portfolio |
| | Fundamental Equity Portfolio |
| | Growth and Income Portfolio |
| | Growth Opportunities Portfolio |
| | International Opportunities Portfolio |
| | Mid Cap Stock Portfolio |
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (check the appropriate box):
| [X] | No fee required. |
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| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | 1) | Title of each class of securities to which transaction applies: |
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| | 2) | Aggregate number of securities to which transaction applies: |
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| | 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | 4) | Proposed maximum aggregate value of transaction: |
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| | 5) | Total fee paid: |
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| [ ] | Fee paid previously with preliminary materials. |
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| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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| | 1) | Amount Previously Paid: |
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| | 2) | Form, Schedule or Registration Statement No.: |
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| | 3) | Filing Party: |
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| | 4) | Date Filed: |
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The Lord Abbett Family of Funds
Important Information Regarding Your Clients’ Investments
In One or More Lord Abbett Funds
Dear Financial Advisor:
As a trusted advisor with clients who own shares in one or more Lord Abbett Funds (list of applicable funds attached), you should be aware that these clients’ will be receiving important proxy information. These shareholders are being asked to consider and vote on the following proposals for the Lord Abbett Funds’ Joint Special Meeting of Shareholders on November 5, 2015:
| 1. | To amend the Funds’ fundamental investment restrictions related to borrowing and lending, so that the Funds may participate in interfund lending, which Lord Abbett and the Board of Directors/Trustees believe will be an important liquidity management tool benefitting Fund shareholders; and |
| 2. | To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund. |
Our proxy solicitor, D.F. King, will be contacting those of your clients who have not voted their shares. With this in mind, please be aware that these shareholders may receive a phone call to confirm that they have received the proxy material, to answer any questions, and to solicit their proxy vote. If your clients contact you, we ask that you encourage them to exercise their voting rights.
MANAGED BROKER ACCOUNTS
If you have discretion to vote on behalf of your clients, please review the attached proxy statement and vote these shares through your standard process.
In the event that your clients contact you, we would greatly appreciate your assistance in urging them to vote using one of the convenient options described in the attached proxy materials. If you have any questions about the proxy or need assistance in voting, please call D.F. King at1-(877)-283-0319.
We thank you for encouraging your clients to participate in this important matter.
Sincerely,
[Signature]
Relationship Manager
Title
1
Lord Abbett Funds Involved in Proxy
Lord Abbett Affiliated Fund
Lord Abbett Affiliated Fund
Lord Abbett Bond Debenture Fund
Lord Abbett Bond Debenture Fund
Lord Abbett Developing Growth Fund
Lord Abbett Developing Growth Fund
Lord Abbett Global Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund
Lord Abbett Mid Cap Stock Fund
Lord Abbett Municipal Income Fund
Lord Abbett California Tax Free Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax Free Fund
Lord Abbett New Jersey Tax Free Fund
Lord Abbett New York Tax Free Fund
Lord Abbett Research Fund
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Lord Abbett Small Cap Value Fund
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
1
Lord Abbett Micro Cap Growth Fund
Lord Abbett Micro Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund
Bond Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund
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The Lord Abbett Family of Funds
Joint Special Meeting of Shareholders
Proxy Vote: November 5, 2015
This document is intended for select internal use to provide information to our Relationship Management, Consultant Relations and Sales personnel. This is NOT intended for external use or firm-wide distribution.
Note that the joint shareholder meeting involves many, but not all, of the Funds in the Lord Abbett Family of Funds. In the Q&A below, the term “Lord Abbett Fund” refers to any Lord Abbett Fund, while “Fund” refers only to those Funds participating in the joint special meeting of shareholders.
Questions & Answers:
What is the Interfund Lending Program (Proposals 1a and 1b)?
Proposals 1a and 1b are proposed amendments to the Funds’ fundamental investment restrictions that would permit the Funds to participate in an interfund lending facility. The Lord Abbett Funds and their investment adviser, Lord, Abbett & Co. LLC, have requested permission from the U.S. Securities and Exchange Commission (the “SEC”) to allow them to participate in the Interfund Lending Program. Under the Interfund Lending Program, a Lord Abbett Fund would be able to borrow from or lend money to another Lord Abbett Fund for periods of one to seven days in certain circumstances. Lord Abbett and the Board believe the Interfund Lending Program would be an important tool to have available for helping the Funds manage potential challenges created by securities market variations in liquidity, and would offer the following advantages:
| • | Benefits to Borrowing Funds. A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold in the portfolio may be delayed. Generally, under the Investment Company Act of 1940, as amended, a mutual fund is only allowed to borrow from a bank. The Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to borrowing from a bank by borrowing money from another Lord Abbett Fund at a lower interest rate than a bank would charge. Lord Abbett and the Board believe this additional source of liquidity will be useful to the Lord Abbett Funds, as banks have scaled back on lending in response to regulatory and market changes. |
| • | Benefits to Lending Funds. Similarly, a mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments, such as repurchase agreements or money market funds. The proposed Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to those short-term (typically overnight) investments by permitting lending this excess cash to another Lord Abbett Fund at a higher rate of return than an investment in a short-term instrument would have provided. |
FOR INTERNAL USE ONLY
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| • | Economic Benefits to Borrowing and Lending Funds. The proposed Interfund Lending Program is designed so that any borrowing made through it would be more beneficial to a Lord Abbett Fund (i.e., at a lower interest rate) than borrowing from a bank. Similarly, loans made through the proposed Interfund Lending Program would be more beneficial (i.e., at a higher rate of return) than an alternative short-term investment. Lord Abbett and the Board believe these benefits exceed the costs to the Funds of participating in the Interfund Lending Program, which are discussed in the Proxy Statement. |
| • | Established Industry Practice. The SEC has allowed nearly 30 mutual fund families to establish interfund lending programs over the last 15 years. The Lord Abbett Funds’ proposed Interfund Lending Program would be similar to these programs in all material respects. |
What is Proposal 2?
Shareholders of each Fund are being asked to approve a proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) to continue to act as that Fund’s independent registered public accounting firm for its current fiscal year. The Audit Committees of the Board (collectively, the “Audit Committee”) have approved Deloitte’s selection.
The Proxy Statement provides more information about Proposal 2, including fees received by Deloitte for services rendered to the Funds and Lord Abbett. As in previous fiscal years, the Audit Committee has selected Deloitte as the independent registered public accounting firm to audit each Fund’s financial statements for its current fiscal year and to provide other non-audit services. The Audit Committee based its selection on many factors, including the advantages of consistently utilizing the same firm to perform accounting work for each fiscal year of a Fund; Deloitte’s familiarity with each Fund; and the knowledge and experience that Deloitte has through its extensive work with the Lord Abbett Funds and, more broadly, the mutual fund industry. Services provided to the Funds by Deloitte during each Fund’s most recent fiscal year included the audit of the Fund’s financial statements included in its annual report to shareholders, review of information included in the annual report, services related to filings with the SEC, consultations on various accounting and reporting matters, and non-audit-related tax services.
What vote is required to approve the proposals?
Each Fund will vote separately on each proposal (or sub-proposal, as the case may be). For Proposal 1, this means that the approval of each sub-proposal is not dependent on the approval of the other sub-proposal. Approval of a proposal by the shareholders of a Fund will not affect the approval of that proposal with respect to any other Fund.
Approval of Proposals 1a and 1b requires that (i) a majority of a Fund’s shares must vote in favor of the proposal, or (ii) if a majority of the Fund’s shares are present at the meeting (in person or by proxy), then 67% of the votes cast must be in favor of the proposal. Approval of Proposal 2 requires that a majority of votes cast must be in favor of the proposal.
FOR INTERNAL USE ONLY
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How can shareholders vote?
Shareholders may vote in any of four ways:
| • | Via the Internet. Access the Internet address provided on the proxy card and follow the instructions. Each shareholder will need the control number provided on the proxy card. |
| • | By telephone. Call the toll-free number provided on the proxy card and follow the instructions. Each shareholder will need the control number provided on the proxy card. |
| • | By mail. Complete, sign, and date the proxy card and mail it to the address shown on the card. |
| • | In person at the meeting. Shareholders may attend the meeting and vote in person. |
FOR INTERNAL USE ONLY
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The Funds listed below arenot participating in the proxy as they already have the ability to participate in interfund lending. All other Lord Abbett Funds are participating in the proxy.
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Value Fund
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Emerging Markets Local Bond Fund
Lord Abbett Investment Trust
Lord Abbett Floating Rate Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
Lord Abbett Securities Trust
Lord Abbett Growth Leaders Fund
Lord Abbett Series Fund, Inc.
Developing Growth Portfolio
International Core Equity Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio
FOR INTERNAL USE ONLY
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| YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS. |
PROXY CARD
SIGN, DATE ANDVOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
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| 1.MAIL your signed and voted proxy back in thepostage paid envelope provided. See reverse side for details. |
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| 2.ONLINE atwww.proxyonline.com using your proxy control number found below |
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| 3. ByPHONE when you dial toll-free 1-888-227-9349 to reach an automated touchtone voting line |
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| 4. ByPHONE with a representative when you call toll-free1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time |
CONTROL NUMBER
THE LORD ABBETT FAMILY OF FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015
The undersigned hereby appoints DARIA L. FOSTER, LAWRENCE H. KAPLAN, and BROOKE A. FAPOHUNDA, and each of them as proxies, with full power of substitution, to vote (according to the number of votes which the undersigned would be entitled to cast if then personally present) at a Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds to be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), including all adjournments thereof, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS, OR RESCHEDULINGS THEREOF.
PLEASE REVIEW PROPOSALS, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE USE BLUE OR BLACK INK OR DARK PENCIL. SIGNED PROXY CARDS THAT DO NOT INDICATE A VOTE WILL BE COUNTED AS A VOTE “FOR” THE PROPOSALS AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free1-877-297-1747. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.
Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at:http://www.proxyonline.com/docs/lordabbett.pdf
YOUR VOTE IS VERY IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS.
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
TO VOTE ALL PROPOSALS AT ONCE
Simply indicate your voting direction by marking one of the corresponding circles to the right.
Note: Issuing a vote in this box supersedes all voting below if so marked. | | | | FOR
ALL | AGAINST
ALL | ABSTAIN
ALL |
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TO CAST A VOTE FOR EACH PROPOSALINDIVIDUALLY, PLEASE DO SO BELOW:
| Proposals: | | For | Against | Abstain |
| 1. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; | | | | |
| | | (a) | Amend the fundamental investment restriction with respect to Borrowing; | | ○ | ○ | ○ |
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| | | (b) | Amend the fundamental investment restriction with respect to Lending; | | ○ | ○ | ○ |
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| 2. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year | | ○ | ○ | ○ |
THANK YOU FOR VOTING
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals.
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| | Signature | Date | |
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| | Title (if necessary) or Joint Signature | | |
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| YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS. |
VOTE INSTRUCTION CARD
SIGN, DATE ANDVOTE ON THE REVERSE SIDE
VOTING OPTIONS
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| 1.MAIL your signed and voted voting instruction card back in thepostage paid envelope provided. See reverse side for details. |
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| 2.ONLINE atproxyonline.com using your voting instruction card control number found below |
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| 3. ByPHONE when you call 1-888-227-9349 toll-free to reach an automated touchtone voting line |
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| 4. ByPHONE with a representative when you call toll-free1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time |
CONTROL NUMBER
THE LORD ABBETT FAMILY OF FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015
The undersigned, and owner or participant in an annuity or life insurance contract (the “Contract”) issued by the insurance company (the “Insurance Company”), hereby authorizes and instructs the Insurance Company to vote its shares in the Fund noted above, attributable to the undersigned’s participation in the Contract or interest therein as directed on the reverse side of this card at the Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds on November 5, 2015 at 9:00 a.m. (Eastern time) and at any adjournments thereof.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” EACH PROPOSAL AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.
If you fail to return this Voting Instruction Card, depending on the separate account, the Company will either not vote all shares attributable to the account value, or will vote all shares attributable to the account value in proportion to all voting instructions for the Fund actually received by the Company from contract holders in the separate account.
Do you have questions? If you have any questions about how to vote your voting instruction card or about the meeting in general, please call toll-free1-877-297-1747. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.
Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at:http://www.proxyonline.com/docs/lordabbett.pdf
YOUR VOTE IS VERY IMPORTANT.Please cast your vote today using one of the convenient voting options.
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
TO VOTE ALL PROPOSALS AT ONCE
Simply indicate your voting direction by marking one of the corresponding circles to the right.
Note: Issuing a vote in this box supersedes all voting below if so marked. | | | | FOR
ALL | AGAINST
ALL | ABSTAIN
ALL |
| | | | ○ | ○ | ○ |
TO CAST A VOTE FOR EACH PROPOSALINDIVIDUALLY, PLEASE DO SO BELOW:
| Proposals: | | For | Against | Abstain |
| 1. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; | | | | |
| | | (a) | Amend the fundamental investment restriction with respect to Borrowing; | | ○ | ○ | ○ |
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| | | (b) | Amend the fundamental investment restriction with respect to Lending; | | ○ | ○ | ○ |
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| 2. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year. | | ○ | ○ | ○ |
THANK YOU FOR VOTING
By signing and dating below, you instruct the Insurance Company to vote shares of the Fund attributable to your policy/account at the Joint Special Meeting and all adjournment(s) thereof.
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this voting instruction card is signed but there is no indication of vote above the voting instruction card will be voted “For” all proposals.
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| | Signature | Date | |
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| | Title (if necessary) or Joint Signature | | |
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| YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS. |
PROXY CARD
SIGN, DATE ANDVOTE ON THE REVERSE SIDE
PROXY VOTING OPTIONS
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| 1.MAIL your signed and voted proxy back in thepostage paid envelope provided. See reverse side for details. |
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| 2.ONLINE atwww.proxyonline.com using your proxy control number found below |
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| 3. ByPHONE when you dial toll-free 1-888-227-9349 to reach an automated touchtone voting line |
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| 4. ByPHONE with a representative when you call toll-free1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time |
CONTROL NUMBER
THE LORD ABBETT FAMILY OF FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015
The undersigned hereby appoints DARIA L. FOSTER, LAWRENCE H. KAPLAN, and BROOKE A. FAPOHUNDA, and each of them as proxies, with full power of substitution, to vote (according to the number of votes which the undersigned would be entitled to cast if then personally present) at a Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds to be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), including all adjournments thereof, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS, OR RESCHEDULINGS THEREOF.
PLEASE REVIEW PROPOSALS, SIGN, DATE, AND RETURN ALL PAGES OF THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE USE BLUE OR BLACK INK OR DARK PENCIL. SIGNED PROXY CARDS THAT DO NOT INDICATE A VOTE WILL BE COUNTED AS A VOTE “FOR” THE PROPOSALS AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.
Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free1-877-297-1747.Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.
Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at:http://www.proxyonline.com/docs/lordabbett.pdf
YOUR VOTE IS VERY IMPORTANT.If you own more than one investment with the Lord Abbett Family of Funds, you may conveniently vote for all your investments in the same manner using the box below. Alternatively, if you would like to vote each of your investments individually, please indicate your vote for the proposals next to each investment. If you hold more than 20 investments with the Lord Abbett Family of Funds, please ensure you vote all proposals on the following page(s).
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
| 1. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; |
| (a) | Amend the fundamental investment restriction with respect to Borrowing; |
| (b) | Amend the fundamental investment restriction with respect to Lending; |
| 2. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year. |
TO VOTE ALL INVESTMENTS AND PROPOSALS AT ONCE Simply indicate your voting direction by marking one of the corresponding circles to the right. Note: Issuing a vote in this box supersedes all voting below if so marked. | | | | FOR ALL | AGAINST ALL | ABSTAIN ALL |
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TO CAST A VOTE FOR YOUR INVESTMENTSINDIVIDUALLY, PLEASE DO SO BELOW:(be sure to vote additional page(s) if provided)
| | 1a. To amend the fundamental investment restriction regarding Borrowing | | 1b. To amend the fundamental investment restriction regarding Lending | | 2. To ratify Deloitte & Touche LLP as the Fund’s independent registered public accounting firm | |
| Investment(s) | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain | |
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YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposal previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals.
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| | Signature | Date | |
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| | Title (if necessary) or Joint Signature | | |
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THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:
| 3. | To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement; |
| (c) | Amend the fundamental investment restriction with respect to Borrowing; |
| (d) | Amend the fundamental investment restriction with respect to Lending; |
| 4. | To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year. |
TO CAST A VOTE FOR YOUR INVESTMENTSINDIVIDUALLY, PLEASE DO SO BELOW:(be sure to vote additional page(s) if provided)
| | 1a. To amend the fundamental investment restriction regarding Borrowing | | 1b. To amend the fundamental investment restriction regarding Lending | | 2. To ratify Deloitte & Touche LLP as the Fund’s independent registered public accounting firm | |
| Investment(s) | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain | |
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YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposal previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals.
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| | Title (if necessary) or Joint Signature | | |
| | | | |
 | Lord Abbett Level I Call Script
(CONFIRM RECEIPT OF PROXY MATERIAL) |
Good(morning, afternoon, evening), my name is(AGENT’S FULL NAME).
May I please speak with(SHAREHOLDER’S FULL NAME)?
(Re-Greet If Necessary)
I am calling on behalf of the Lord Abbett Family of Funds. You own shares in one or more of the Lord Abbett Funds that have scheduled a shareholder meeting for November 5, 2015. I wanted to confirm that you have received the proxy material for this meeting.
Have you received the information?
(Pause for response)
| If “Yes” or positive response: |
| If you’re not able to attend the meeting, I can record your voting instructions by phone. The Board is unanimously recommending a vote “In Favor” of all proposals. |
| If “No” or negative response: |
| I would be happy to review the meeting agenda and record your vote by phone. However, the Board is unanimously recommending a vote “In Favor” of all proposals. |
Would you like to vote along with the Board’s recommendation?
(Pause For Response)
(Review Voting Options with Shareholder If Necessary)
If we identify any additional accounts you own with The Lord Abbett Family of Funds before the meeting takes place, would you like to vote those accounts in the same manner as well?(Pause For Response)
*Confirmation – I am recording your(Recap Voting Instructions).
For confirmation purposes:
| · | Please state your full name.(Pause) |
| · | According to our records, you reside in (city, state, zip code).(Pause) |
| · | To ensure that we have the correct address for the written confirmation, please state your street address.(Pause) |
Thank you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions please call the toll free number listed on this confirmation. Mr. /Ms. ___________, your vote is important and your time is greatly appreciated. Thank you and have a good(morning, afternoon, evening.)
| FOR INTERNAL DISTRIBUTION ONLY | Updated 9-4-15 |
| | Mutual Fund
Proxy Fact Sheet For: |
The Lord Abbett Family Of Funds
| Joint Special Meeting Important Dates | | Joint Special Meeting Location |
| Record Date | AUGUST 10, 2015 | | LORD, ABBETT & CO. LLC |
| Mail Date | SEPTEMBER 4, 2015 | | 90 HUDSON STREET |
| Meeting Date | NOVEMBER 5, 2015 @ 9:00AM EST | | JERSEY CITY, NEW JERSEY 07302 |
| Additional Information | | Contact Information |
| Ticker Symbol | SEE PAGES 6-13 | | Inbound Line | 1-877-297-1747 |
| Cusip Number | SEE PAGES 6-13 | | Website | www.lordabbett.com |
What are shareholders being asked to vote on?
| 1a | To approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing; |
THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”
| 1b | To approve a proposal to amend the fundamental investment restriction of each Fund regarding lending; |
THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”
| 2. | To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund’s current fiscal year. |
THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”
PROPOSAL 1a and PROPOSAL 1b:
Overview:
You are being asked to approve changes to your Fund’s investment policies regarding borrowing and lending that would enable your Fund to participate in the Interfund Lending Program. The changes, if approved by your Fund’s shareholders, would permit your Fund to borrow money from or lend money to another Lord Abbett Fund for a period of one to seven days through the Interfund Lending Program. The proposed amendments also would modernize the Funds’ borrowing and lending policies and make such policies uniform across the Lord Abbett Funds. Proposal 1 consists of two parts: Proposal 1a, which would change your Fund’s investment policy regarding borrowing, and Proposal 1b, which would change your Fund’s investment policy regarding lending. You are being asked to approve both of these sub-proposals to enable your Fund to participate fully in the Interfund Lending Program.
What is the Interfund Lending Program?
The Lord Abbett Funds and their investment adviser, Lord, Abbett & Co. LLC, have requested permission from the U.S. Securities and Exchange Commission to allow them to participate in the Interfund Lending Program. Under the Interfund Lending Program, a Lord Abbett Fund would be able to borrow from or lend money to another Lord Abbett Fund for periods of one to seven days in certain circumstances. Lord Abbett and the Board believe the Interfund Lending Program would be an important tool to have
| For Internal Distribution Only | Page 1 |
available for helping the Funds manage potential challenges created by securities market variations in liquidity.
What are the benefits of the Interfund Lending Program?
| · | Benefits to Borrowing Funds. A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold in the portfolio may be delayed. Generally, under the Investment Company Act of 1940, as amended, a mutual fund is only allowed to borrow from a bank. The Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to borrowing from a bank by borrowing money from another Lord Abbett Fund at a lower interest rate than a bank would charge. Lord Abbett and the Board believe this additional source of liquidity will be useful to the Lord Abbett Funds, as banks have scaled back on lending in response to regulatory and market changes. |
| · | Benefits to Lending Funds. A mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments, such as repurchase agreements or money market funds. The proposed Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to those short-term (typically overnight) investments by permitting lending this excess cash to another Lord Abbett Fund at a higher rate of return than an investment in a short-term instrument would have provided. |
| · | Economic Benefits to Borrowing and Lending Funds. The proposed Interfund Lending Program is designed so that borrowings made through it would be more beneficial to a Lord Abbett Fund (i.e., at a lower interest rate) than borrowing from a bank. Similarly, loans made through the proposed Interfund Lending Program would be more beneficial (i.e., at a higher rate of return) than an alternative short-term investment. Lord Abbett and the Board believe these benefits exceed the costs to the Funds of participating in the Interfund Lending Program, which are discussed in the Proxy Statement. |
| · | Established Industry Practice. The SEC has allowed nearly 30 mutual fund families to establish interfund lending programs over the last 15 years. The Lord Abbett Funds’ proposed Interfund Lending Program would be similar to these programs in all material respects. |
Why are shareholders being asked to approve these changes?
Your Fund is required to have investment policies regarding borrowing and lending. These investment policies, which are also known as investment restrictions, are “fundamental,” which means the Fund’s shareholders must approve any change to them. Your Fund’s current investment policies related to borrowing and lending would not permit your Fund to participate in the Interfund Lending Program. This is because interfund lending was not contemplated or commonplace when your Fund commenced operations. Substantially all Lord Abbett Funds formed since 2007 already have investment policies that would enable their participation in the Interfund Lending Program. You are being asked to approve changes to your Fund’s borrowing and lending investment policies so that it also can participate in the Interfund Lending Program.
| For Internal Distribution Only | Page 2 |
Is the way in which the funds are managed expected to change as a result?
Lord Abbett has no intention to change the Funds’ principal investment strategies or the manner in which the Funds are managed if Proposal 1 is approved.
EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE“FOR” PROPOSAL 1a & PROPOSAL 1b
PROPOSAL 1a: To approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing
Why are shareholders being asked to approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing?
Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding borrowing, which currently is more restrictive than what federal securities laws require. As a result, the investment restriction prohibits certain borrowing activities that otherwise are permissible for each Fund, including borrowing money from other Lord Abbett Funds pursuant to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to borrow through the Interfund Lending Program would benefit the Funds by affording them with additional liquidity resources at a lower interest rate than a bank would charge and greater flexibility to respond to changing market conditions.
What is each Fund’s current fundamental investment restriction regarding borrowing?
Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, each Fund’s current fundamental investment restriction regarding borrowing is substantially as follows:
Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 331⁄3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law.
If approved, what would be the new fundamental investment restriction for each Fund regarding borrowing?
If a Fund’s shareholders approve this sub-proposal, each Fund’s new fundamental investment restriction regarding borrowing would be (the new language is underlined) as below. Subject to shareholder approval, this restriction would be the same for every Fund.
Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 33 1⁄3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, (iv) it may purchase securities on margin to the extent permitted by applicable law,and (v) it may borrow money from other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund.
| For Internal Distribution Only | Page 3 |
LORD ABBETT SERIES FUND – GROWTH AND INCOME PORTFOLIO ONLY
Currently, the Fund is permitted to borrow only from a bank and only as a temporary measure for extraordinary or emergency purposes. This restriction has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to take advantage of borrowing abilities permitted by applicable law. Proposal 1a, if approved, would modernize this restriction by removing the requirement that borrowings by the Fund be made only in emergency or extraordinary situations, and also would permit the Fund to borrow from other Lord Abbett Funds as well as banks. The new restriction also would permit the Fund to obtain short-term credit to clear the purchase or sale of securities and to purchase securities on margin to the extent permitted by applicable law.
EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE“FOR” PROPOSAL 1a
PROPOSAL 1b: To approve a proposal to amend the fundamental investment restriction of each Fund regarding lending
Why are shareholders being asked to approve a proposal to amend the fundamental investment restriction of each Fund regarding lending?
Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding lending, which currently is more restrictive than what federal securities laws require. As a result, the investment restriction prohibits certain lending activities that otherwise are permissible for each Fund, including lending money to other Lord Abbett Funds pursuant to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to lend through the Interfund Lending Program would benefit the Funds by affording them with the opportunity to earn interest at a rate greater than what they otherwise could obtain by investing their excess cash in various short-term instruments.
What is each Fund’s current fundamental investment restriction regarding lending?
Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, each Fund’s current fundamental investment restriction regarding the making of loans is substantially as follows:
Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law.
If approved, what would be the new fundamental investment restriction regarding lending for each Fund?
If a Fund’s shareholders approve this sub-proposal, each Fund’s new fundamental investment restriction regarding the making of loans would read (the new language is underlined) as shown below. Subject to shareholder approval, this restriction would be the same for every Fund.
| For Internal Distribution Only | Page 4 |
Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law,and (iii) the Fund may lend money to other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund;
LORD ABBETT SERIES FUND – GROWTH AND INCOME PORTFOLIO ONLY
Currently, the Fund is permitted to lend only to the extent that it may enter into short-term repurchase agreements with sellers of securities that the Fund has purchased, and it may lend portfolio securities to registered broker dealers if the loan is fully secured by cash or cash equivalents and the loan does not expose the Fund to significant risk. The Fund’s current fundamental investment restriction also restricts the Fund’s investments in illiquid securities to 5% of the Fund’s assets, which is lower than the 15% regulatory limit. The Fund’s fundamental investment restriction regarding lending has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to engage in lending activities that are otherwise permitted by applicable law. Proposal 1b, if approved, would modernize the Fund’s fundamental investment restriction and to lend to another Lord Abbett Fund through the Interfund Lending Program. The proposed language also would remove the 5% limitation on illiquid assets, although the Fund would be prohibited from investing more than 15% of its assets pursuant to a non-fundamental investment restriction. The Fund also would be permitted to lend its portfolio securities in accordance with applicable law.
EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE“FOR” PROPOSAL 1b
PROPOSAL 2:To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund’s current fiscal year.
Why are shareholders being asked to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for each Fund’s current fiscal year?
Deloitte & Touche LLP, including the member firms of Deloitte Touche Tohmatsu and their respective affiliates, which currently serves as each Fund’s independent registered public accounting firm, has been selected by each Fund’s Audit Committee and ratified by that Fund’s Board, including a majority of the non-Interested Board members, as each Fund’s independent registered public accounting firm for its current fiscal year. The shareholders of each Fund are being asked to ratify this selection.
EACH FUND’S BOARD UNANIMOUSLY RECOMMEND A VOTE“FOR” PROPOSAL 2
| For Internal Distribution Only | Page 5 |
| CUSIP | TICKER SYMBOL | FUND NAME | CLASS |
| 544001100 | LAFFX | Affiliated Fund | A |
| 544001209 | LAFBX | Affiliated Fund | B |
| 544001308 | LAFCX | Affiliated Fund | C |
| 544001605 | LAAFX | Affiliated Fund | F |
| 544001506 | LAFYX | Affiliated Fund | I |
| 544001407 | LAFPX | Affiliated Fund | P |
| 544001704 | LAFQX | Affiliated Fund | R2 |
| 544001803 | LAFRX | Affiliated Fund | R3 |
| 544001886 | LAFSX | Affiliated Fund | R4 |
| 544001878 | LAFTX | Affiliated Fund | R5 |
| 544001860 | LAFVX | Affiliated Fund | R6 |
| 544004104 | LBNDX | Bond Debenture Fund | A |
| 544004203 | LBNBX | Bond Debenture Fund | B |
| 544004302 | BDLAX | Bond Debenture Fund | C |
| 544004609 | LBDFX | Bond Debenture Fund | F |
| 544004401 | LBNYX | Bond Debenture Fund | I |
| 544004500 | LBNPX | Bond Debenture Fund | P |
| 544004708 | LBNQX | Bond Debenture Fund | R2 |
| 544004807 | LBNRX | Bond Debenture Fund | R3 |
| 544004880 | LBNSX | Bond Debenture Fund | R4 |
| 544004872 | LBNTX | Bond Debenture Fund | R5 |
| 544004864 | LBNVX | Bond Debenture Fund | R6 |
| 544006109 | LAGWX | Developing Growth Fund | A |
| 544006208 | LADBX | Developing Growth Fund | B |
| 544006307 | LADCX | Developing Growth Fund | C |
| 544006604 | LADFX | Developing Growth Fund | F |
| 544006505 | LADYX | Developing Growth Fund | I |
| 544006406 | LADPX | Developing Growth Fund | P |
| 544006703 | LADQX | Developing Growth Fund | R2 |
| 544006802 | LADRX | Developing Growth Fund | R3 |
| 544006885 | LADSX | Developing Growth Fund | R4 |
| 544006877 | LADTX | Developing Growth Fund | R5 |
| 544006869 | LADVX | Developing Growth Fund | R6 |
| 543908867 | LDMAX | Emerging Markets Currency Fund | A |
| 543908859 | LDMBX | Emerging Markets Currency Fund | B |
| 543908842 | LDMCX | Emerging Markets Currency Fund | C |
| 543908776 | LDMFX | Emerging Markets Currency Fund | F |
| 543908826 | LDMYX | Emerging Markets Currency Fund | I |
| 543908834 | LDMPX | Emerging Markets Currency Fund | P |
| For Internal Distribution Only | Page 6 |
| 543908768 | LDMQX | Emerging Markets Currency Fund | R2 |
| 543908750 | LDMRX | Emerging Markets Currency Fund | R3 |
| 543908578 | LDMSX | Emerging Markets Currency Fund | R4 |
| 543908560 | LDMTX | Emerging Markets Currency Fund | R5 |
| 543908552 | LDMVX | Emerging Markets Currency Fund | R6 |
| 543908107 | LAGEX | Multi-Asset Global Opportunity Fund | A |
| 543908305 | LAGBX | Multi-Asset Global Opportunity Fund | B |
| 543908404 | LAGCX | Multi-Asset Global Opportunity Fund | C |
| 543908818 | LAGFX | Multi-Asset Global Opportunity Fund | F |
| 543908883 | LGEYX | Multi-Asset Global Opportunity Fund | I |
| 543908792 | LAGQX | Multi-Asset Global Opportunity Fund | R2 |
| 543908784 | LARRX | Multi-Asset Global Opportunity Fund | R3 |
| 543908610 | LARSX | Multi-Asset Global Opportunity Fund | R4 |
| 543908594 | LARTX | Multi-Asset Global Opportunity Fund | R5 |
| 543908586 | LARVX | Multi-Asset Global Opportunity Fund | R6 |
| 543916753 | LACFX | Convertible Fund | A |
| 543916746 | LBCFX | Convertible Fund | B |
| 543916738 | LACCX | Convertible Fund | C |
| 543916498 | LBFFX | Convertible Fund | F |
| 543916712 | LCFYX | Convertible Fund | I |
| 543916720 | LCFPX | Convertible Fund | P |
| 543916480 | LBCQX | Convertible Fund | R2 |
| 543916472 | LCFRX | Convertible Fund | R3 |
| 54401E846 | LCFSX | Convertible Fund | R4 |
| 54401E838 | LCFTX | Convertible Fund | R5 |
| 54401E820 | LCFVX | Convertible Fund | R6 |
| 543916878 | LCRAX | Core Fixed Income Fund | A |
| 543916860 | LCRBX | Core Fixed Income Fund | B |
| 543916852 | LCRCX | Core Fixed Income Fund | C |
| 543916431 | LCRFX | Core Fixed Income Fund | F |
| 543916803 | LCRYX | Core Fixed Income Fund | I |
| 543916811 | LCRPX | Core Fixed Income Fund | P |
| 543916423 | LCRQX | Core Fixed Income Fund | R2 |
| 543916415 | LCRRX | Core Fixed Income Fund | R3 |
| 54401E812 | LCRSX | Core Fixed Income Fund | R4 |
| 54401E796 | LCRTX | Core Fixed Income Fund | R5 |
| 54401E788 | LCRVX | Core Fixed Income Fund | R6 |
| 543916555 | LDSAX | Diversified Equity Strategy Fund | A |
| 543916548 | LDSBX | Diversified Equity Strategy Fund | B |
| 543916530 | LDSCX | Diversified Equity Strategy Fund | C |
| 543916233 | LDSFX | Diversified Equity Strategy Fund | F |
| For Internal Distribution Only | Page 7 |
| 543916514 | LDSYX | Diversified Equity Strategy Fund | I |
| 543916522 | LDSPX | Diversified Equity Strategy Fund | P |
| 543916225 | LDSQX | Diversified Equity Strategy Fund | R2 |
| 543916217 | LDSRX | Diversified Equity Strategy Fund | R3 |
| 54401E101 | LDSSX | Diversified Equity Strategy Fund | R4 |
| 54401E200 | LDSTX | Diversified Equity Strategy Fund | R5 |
| 54401E309 | LDSVX | Diversified Equity Strategy Fund | R6 |
| 54400N102 | LHYAX | High Yield Fund | A |
| 54400N201 | LHYBX | High Yield Fund | B |
| 54400N300 | LHYCX | High Yield Fund | C |
| 54400N508 | LHYFX | High Yield Fund | F |
| 54400N409 | LAHYX | High Yield Fund | I |
| 543916761 | LHYPX | High Yield Fund | P |
| 54400N607 | LHYQX | High Yield Fund | R2 |
| 54400N706 | LHYRX | High Yield Fund | R3 |
| 54401E747 | LHYSX | High Yield Fund | R4 |
| 54401E739 | LHYTX | High Yield Fund | R5 |
| 54401E721 | LHYVX | High Yield Fund | R6 |
| 543916308 | LAGVX | Income Fund | A |
| 543916407 | LAVBX | Income Fund | B |
| 543916506 | LAUSX | Income Fund | C |
| 543916365 | LAUFX | Income Fund | F |
| 543916670 | LAUYX | Income Fund | I |
| 543916357 | LAUQX | Income Fund | R2 |
| 543916340 | LAURX | Income Fund | R3 |
| 54401E713 | LAUKX | Income Fund | R4 |
| 54401E697 | LAUTX | Income Fund | R5 |
| 54401E689 | LAUVX | Income Fund | R6 |
| 543916209 | LABFX | Multi-Asset Balanced Opportunity Fund | A |
| 543916886 | LABBX | Multi-Asset Balanced Opportunity Fund | B |
| 543916605 | BFLAX | Multi-Asset Balanced Opportunity Fund | C |
| 543916332 | BLAFX | Multi-Asset Balanced Opportunity Fund | F |
| 543916696 | LABYX | Multi-Asset Balanced Opportunity Fund | I |
| 543916779 | LABPX | Multi-Asset Balanced Opportunity Fund | P |
| 543916324 | BLAQX | Multi-Asset Balanced Opportunity Fund | R2 |
| 543916316 | BLARX | Multi-Asset Balanced Opportunity Fund | R3 |
| 54401E408 | BLASX | Multi-Asset Balanced Opportunity Fund | R4 |
| 54401E507 | BLATX | Multi-Asset Balanced Opportunity Fund | R5 |
| 54401E606 | BLAVX | Multi-Asset Balanced Opportunity Fund | R6 |
| 543916613 | LWSAX | Multi-Asset Growth Fund | A |
| 543916597 | LWSBX | Multi-Asset Growth Fund | B |
| For Internal Distribution Only | Page 8 |
| 543916589 | LWSCX | Multi-Asset Growth Fund | C |
| 543916266 | LGXFX | Multi-Asset Growth Fund | F |
| 543916563 | LWSYX | Multi-Asset Growth Fund | I |
| 543916571 | LWSPX | Multi-Asset Growth Fund | P |
| 543916258 | LGIQX | Multi-Asset Growth Fund | R2 |
| 543916241 | LGIRX | Multi-Asset Growth Fund | R3 |
| 54401E879 | LGIKX | Multi-Asset Growth Fund | R4 |
| 54401E861 | LGITX | Multi-Asset Growth Fund | R5 |
| 54401E853 | LGIVX | Multi-Asset Growth Fund | R6 |
| 543916662 | ISFAX | Multi Asset-Income Fund | A |
| 543916654 | ISFBX | Multi Asset-Income Fund | B |
| 543916647 | ISFCX | Multi Asset-Income Fund | C |
| 543916290 | LIGFX | Multi Asset-Income Fund | F |
| 543916621 | ISFYX | Multi Asset-Income Fund | I |
| 543916639 | ISFPX | Multi Asset-Income Fund | P |
| 543916282 | LIGQX | Multi Asset-Income Fund | R2 |
| 543916274 | LIXRX | Multi Asset-Income Fund | R3 |
| 54401E705 | LIXSX | Multi Asset-Income Fund | R4 |
| 54401E804 | LIXTX | Multi Asset-Income Fund | R5 |
| 54401E887 | LIXVX | Multi Asset-Income Fund | R6 |
| 543916100 | LALDX | Short Duration Income Fund | A |
| 543916787 | LLTBX | Short Duration Income Fund | B |
| 543916704 | LDLAX | Short Duration Income Fund | C |
| 543916464 | LDLFX | Short Duration Income Fund | F |
| 543916688 | LLDYX | Short Duration Income Fund | I |
| 543916456 | LDLQX | Short Duration Income Fund | R2 |
| 543916449 | LDLRX | Short Duration Income Fund | R3 |
| 54401E648 | LDLKX | Short Duration Income Fund | R4 |
| 54401E630 | LDLTX | Short Duration Income Fund | R5 |
| 54401E622 | LDLVX | Short Duration Income Fund | R6 |
| 543916845 | LTRAX | Total Return Fund | A |
| 543916837 | LTRBX | Total Return Fund | B |
| 543916829 | LTRCX | Total Return Fund | C |
| 543916399 | LTRFX | Total Return Fund | F |
| 54400U106 | LTRYX | Total Return Fund | I |
| 543916795 | LTRPX | Total Return Fund | P |
| 543916381 | LTRQX | Total Return Fund | R2 |
| 543916373 | LTRRX | Total Return Fund | R3 |
| 54401E614 | LTRKX | Total Return Fund | R4 |
| 54401E580 | LTRTX | Total Return Fund | R5 |
| 54401E598 | LTRHX | Total Return Fund | R6 |
| For Internal Distribution Only | Page 9 |
| 543919104 | LAVLX | Mid Cap Stock Fund | A |
| 543919203 | LMCBX | Mid Cap Stock Fund | B |
| 543919302 | LMCCX | Mid Cap Stock Fund | C |
| 543919609 | LMCFX | Mid Cap Stock Fund | F |
| 543919500 | LMCYX | Mid Cap Stock Fund | I |
| 543919401 | LMCPX | Mid Cap Stock Fund | P |
| 543919708 | LMCQX | Mid Cap Stock Fund | R2 |
| 543919807 | LMCRX | Mid Cap Stock Fund | R3 |
| 543919880 | LMCSX | Mid Cap Stock Fund | R4 |
| 543919872 | LMCTX | Mid Cap Stock Fund | R5 |
| 543919864 | LMCHX | Mid Cap Stock Fund | R6 |
| 543902852 | LCFIX | California Tax Free Income Fund | A |
| 543902845 | CALAX | California Tax Free Income Fund | C |
| 543902811 | LCFFX | California Tax Free Income Fund | F |
| 543902670 | CAILX | California Tax Free Income Fund | I |
| 543912877 | HYMAX | High Yield Municipal Bond Fund | A |
| 543912851 | HYMCX | High Yield Municipal Bond Fund | C |
| 543912810 | HYMFX | High Yield Municipal Bond Fund | F |
| 543912836 | HYMIX | High Yield Municipal Bond Fund | I |
| 543912844 | HYMPX | High Yield Municipal Bond Fund | P |
| 543912604 | LISAX | Intermediate Tax Free Fund | A |
| 543912703 | LISBX | Intermediate Tax Free Fund | B |
| 543912802 | LISCX | Intermediate Tax Free Fund | C |
| 543902647 | LISFX | Intermediate Tax Free Fund | I |
| 543912794 | LAIIX | Intermediate Tax Free Fund | F |
| 543912885 | LISPX | Intermediate Tax Free Fund | P |
| 543902100 | LANSX | National Tax Free Fund | A |
| 543902878 | LANBX | National Tax Free Fund | B |
| 543902860 | LTNSX | National Tax Free Fund | C |
| 543902761 | LANFX | National Tax Free Fund | F |
| 543902829 | LTNIX | National Tax Free Fund | I |
| 543902407 | LANJX | New Jersey Tax Free Fund | A |
| 543902753 | LNJFX | New Jersey Tax Free Fund | F |
| 543902662 | LINJX | New Jersey Tax Free Fund | I |
| 543902209 | LANYX | New York Tax Free Fund | A |
| 543902837 | NYLAX | New York Tax Free Fund | C |
| 543902746 | LNYFX | New York Tax Free Fund | F |
| 543902654 | NYLIX | New York Tax Free Fund | I |
| 543913859 | LAMAX | Calibrated Dividend Growth Fund | A |
| 543913842 | LAMBX | Calibrated Dividend Growth Fund | B |
| 543913834 | LAMCX | Calibrated Dividend Growth Fund | C |
| For Internal Distribution Only | Page 10 |
| 543913792 | LAMFX | Calibrated Dividend Growth Fund | F |
| 543913818 | LAMYX | Calibrated Dividend Growth Fund | I |
| 543913826 | LAMPX | Calibrated Dividend Growth Fund | P |
| 543913784 | LAMQX | Calibrated Dividend Growth Fund | R2 |
| 543913776 | LAMRX | Calibrated Dividend Growth Fund | R3 |
| 543913636 | LAMSX | Calibrated Dividend Growth Fund | R4 |
| 543913628 | LAMTX | Calibrated Dividend Growth Fund | R5 |
| 543913610 | LAMHX | Calibrated Dividend Growth Fund | R6 |
| 54400R103 | LMGAX | Growth Opportunities Fund | A |
| 54400R202 | LMGBX | Growth Opportunities Fund | B |
| 54400R301 | LMGCX | Growth Opportunities Fund | C |
| 54400R608 | LGOFX | Growth Opportunities Fund | F |
| 54400R400 | LMGYX | Growth Opportunities Fund | I |
| 54400R509 | LGOPX | Growth Opportunities Fund | P |
| 54400R707 | LGOQX | Growth Opportunities Fund | R2 |
| 54400R806 | LGORX | Growth Opportunities Fund | R3 |
| 543913693 | LGOSX | Growth Opportunities Fund | R4 |
| 543913685 | LGOTX | Growth Opportunities Fund | R5 |
| 543913677 | LGOVX | Growth Opportunities Fund | R6 |
| 543913305 | LRSCX | Small Cap Value Fund | A |
| 543913503 | LRSBX | Small Cap Value Fund | B |
| 543913701 | LSRCX | Small Cap Value Fund | C |
| 543913735 | LRSFX | Small Cap Value Fund | F |
| 543913800 | LRSYX | Small Cap Value Fund | I |
| 543913867 | LRSPX | Small Cap Value Fund | P |
| 543913727 | LRSQX | Small Cap Value Fund | R2 |
| 543913719 | LRSRX | Small Cap Value Fund | R3 |
| 543913669 | LRSSX | Small Cap Value Fund | R4 |
| 543913651 | LRSTX | Small Cap Value Fund | R5 |
| 543913644 | LRSVX | Small Cap Value Fund | R6 |
| 543915763 | ALFAX | Alpha Strategy Fund | A |
| 543915755 | ALFBX | Alpha Strategy Fund | B |
| 543915748 | ALFCX | Alpha Strategy Fund | C |
| 543915532 | ALFFX | Alpha Strategy Fund | F |
| 543915581 | ALFYX | Alpha Strategy Fund | I |
| 543915524 | ALFQX | Alpha Strategy Fund | R2 |
| 543915516 | ALFRX | Alpha Strategy Fund | R3 |
| 54400A886 | ALFKX | Alpha Strategy Fund | R4 |
| 54400A878 | ALFTX | Alpha Strategy Fund | R5 |
| 54400A860 | ALFVX | Alpha Strategy Fund | R6 |
| 543915862 | LDFVX | Fundamental Equity Fund | A |
| For Internal Distribution Only | Page 11 |
| 543915821 | GILBX | Fundamental Equity Fund | B |
| 543915607 | GILAX | Fundamental Equity Fund | C |
| 543915565 | LAVFX | Fundamental Equity Fund | F |
| 543915714 | LAVYX | Fundamental Equity Fund | I |
| 543915722 | LAVPX | Fundamental Equity Fund | P |
| 543915557 | LAVQX | Fundamental Equity Fund | R2 |
| 543915540 | LAVRX | Fundamental Equity Fund | R3 |
| 54400A852 | LAVSX | Fundamental Equity Fund | R4 |
| 54400A845 | LAVTX | Fundamental Equity Fund | R5 |
| 54400A837 | LAVVX | Fundamental Equity Fund | R6 |
| 543915649 | LICAX | International Core Equity Fund | A |
| 543915631 | LICBX | International Core Equity Fund | B |
| 543915623 | LICCX | International Core Equity Fund | C |
| 543915490 | LICFX | International Core Equity Fund | F |
| 543915599 | LICYX | International Core Equity Fund | I |
| 543915615 | LICPX | International Core Equity Fund | P |
| 543915482 | LICQX | International Core Equity Fund | R2 |
| 543915474 | LICRX | International Core Equity Fund | R3 |
| 54400A753 | LICSX | International Core Equity Fund | R4 |
| 54400A746 | LICTX | International Core Equity Fund | R5 |
| 54400A738 | LICVX | International Core Equity Fund | R6 |
| 543915391 | LIDAX | International Dividend Income Fund | A |
| 543915375 | LIDCX | International Dividend Income Fund | C |
| 543915367 | LIDFX | International Dividend Income Fund | F |
| 543915359 | LAIDX | International Dividend Income Fund | I |
| 543915342 | LIDRX | International Dividend Income Fund | R2 |
| 543915334 | LIRRX | International Dividend Income Fund | R3 |
| 54400A720 | LIRSX | International Dividend Income Fund | R4 |
| 54400A712 | LIRTX | International Dividend Income Fund | R5 |
| 54400A696 | LIRVX | International Dividend Income Fund | R6 |
| 543915854 | LAIEX | International Opportunities Fund | A |
| 543915847 | LINBX | International Opportunities Fund | B |
| 543915839 | LINCX | International Opportunities Fund | C |
| 543915466 | LINFX | International Opportunities Fund | F |
| 543915813 | LINYX | International Opportunities Fund | I |
| 543915730 | LINPX | International Opportunities Fund | P |
| 543915458 | LINQX | International Opportunities Fund | R2 |
| 543915441 | LINRX | International Opportunities Fund | R3 |
| 54400A688 | LINSX | International Opportunities Fund | R4 |
| 54400A670 | LINTX | International Opportunities Fund | R5 |
| 54400A662 | LINVX | International Opportunities Fund | R6 |
| For Internal Distribution Only | Page 12 |
| 99MICROGR | N/A | Micro Cap Growth Fund | A |
| 54400V104 | LMIYX | Micro Cap Growth Fund | I |
| 99MICROVA | N/A | Micro Cap Value Fund | A |
| 54400W102 | LMVYX | Micro Cap Value Fund | I |
| 54400A100 | LVOAX | Value Opportunities Fund | A |
| 54400A209 | LVOBX | Value Opportunities Fund | B |
| 54400A308 | LVOCX | Value Opportunities Fund | C |
| 54400A605 | LVOFX | Value Opportunities Fund | F |
| 54400A506 | LVOYX | Value Opportunities Fund | I |
| 54400A407 | LVOPX | Value Opportunities Fund | P |
| 54400A704 | LVOQX | Value Opportunities Fund | R2 |
| 54400A803 | LVORX | Value Opportunities Fund | R3 |
| 54400A787 | LVOSX | Value Opportunities Fund | R4 |
| 54400A779 | LVOTX | Value Opportunities Fund | R5 |
| 54400A761 | LVOVX | Value Opportunities Fund | R6 |
| 543910608 | | Lord Abbett Series Fund, Inc. - Bond-Debenture Portfolio | VC |
| 543910871 | | Lord Abbett Series Fund, Inc. - Calibrated Dividend Growth Portfolio | VC |
| 543910863 | | Lord Abbett Series Fund, Inc. - Classic Stock Portfolio | VC |
| 543910806 | | Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio | VC |
| 543910103 | | Lord Abbett Series Fund, Inc. - Growth and Income Portfolio | VC |
| 543910889 | | Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio | VC |
| 543910509 | | Lord Abbett Series Fund, Inc. - International Opportunities Portfolio | VC |
| 543910400 | | Lord Abbett Series Fund, Inc. - Mid Cap Stock Portfolio | VC |
| 543918106 | LACXX | U.S. Government & Government Sponsored Enterprises Money Market Fund | A |
| 543918304 | LABXX | U.S. Government & Government Sponsored Enterprises Money Market Fund | B |
| 543918205 | LCCXX | U.S. Government & Government Sponsored Enterprises Money Market Fund | C |
| 543918403 | LAYXX | U.S. Government & Government Sponsored Enterprises Money Market Fund | I |
| For Internal Distribution Only | Page 13 |
| PHONE: | To cast your vote by telephone with a proxy specialist, call the toll-free numberfound on your proxy card. Representatives are available to take your voting instructions Monday through Friday 8:00 a.m. to 11:00 p.m. and Saturday from 10:00 a.m. to 6:00 p.m. Eastern Time. |
| MAIL: | To vote your proxy by mail, check the appropriate voting box on the proxy card, sign and date the card and return it in the enclosed postage-paid envelope. |
| TOUCH-TONE: | To cast your vote via atouch-tone voting line, call the toll-free number and enter thecontrol number found on your proxy card. |
| INTERNET: | To vote via the Internet, go to the website specified on your proxy card and enter thecontrol numberfound on the proxy card. |
Proxy Materials Are Available Online At:www.proxyonline.com/docs/lordabbett.pdf
| For Internal Distribution Only | Page 14 |
