An affiliated issuer is one in which a Fund has ownership of at least 5% of the outstanding voting securities of the underlying issuer at any point during the fiscal year or any company which is under common ownership or control. Global Allocation Fund had the following transactions with affiliated issuers (i.e. the Underlying Funds) for the fiscal year ended December 31, 2012:
| | | | | | | | | | | | | | | | | | | | | | |
Affiliated Issuer | | Balance of Shares Held at 12/31/2011 | | Gross Additions | | Gross Sales | | Balance of Shares Held at 12/31/2012 | | Fair Value at 12/31/2012 | | Net Realized Gain (Loss) 1/1/2012 to 12/31/2012 | | Dividend Income 1/1/2012 to 12/31/2012 | |
| | | | | | | | | | | | | | | |
Lord Abbett Affiliated Fund, Inc. – Class I | | | 879,534 | | | 25,061 | | | (762,499 | ) | | 142,096 | | $ | 1,712,253 | | $ | 752,689 | | $ | 93,789 | |
Lord Abbett Equity Trust-Calibrated Large Cap Value Fund – Class I | | | – | | | 50,689 | | | – | | | 50,689 | | | 896,683 | | | 19,329 | (a) | | 11,151 | |
Lord Abbett Equity Trust-Calibrated Mid Cap Value Fund – Class I | | | – | | | 666,452 | | | – | | | 666,452 | | | 11,403,001 | | | 243,752 | (a) | | 164,815 | |
Lord Abbett Research Fund, Inc. – Classic Stock Fund – Class I | | | 280,095 | | | – | | | (280,095 | ) | | – | | | – | | | 683,997 | | | – | |
Lord Abbett Global Fund, Inc. – Emerging Markets Currency Fund – Class I | | | 4,259,290 | | | 1,409,922 | | | (587,142 | ) | | 5,082,070 | | | 33,592,482 | | | (452,495 | ) | | 864,295 | |
Lord Abbett Research Fund, Inc. – Growth Opportunities Fund – Class I | | | 424,166 | | | 238,983 | | | (663,149 | ) | | – | | | – | | | 326,192 | | | – | |
Lord Abbett Investment Trust – High Yield Fund – Class I | | | 3,221,977 | | | 447,369 | | | (1,263,213 | ) | | 2,406,133 | | | 18,960,331 | | | 1,742,876 | (b) | | 1,608,762 | |
Lord Abbett Securities Trust – International Core Equity Fund – Class I | | | 275,056 | | | – | | | (275,056 | ) | | – | | | – | | | (333,505 | ) | | – | |
Lord Abbett Securities Trust – International Dividend Income Fund – Class I | | | 7,778,351 | | | 2,740,616 | | | (1,165,926 | ) | | 9,353,041 | | | 77,443,182 | | | (2,095,536 | ) | | 3,095,693 | |
Lord Abbett Securities Trust – International Opportunities Fund – Class I | | | 519,861 | | | – | | | (519,861 | ) | | – | | | – | | | 536,803 | | | – | |
Lord Abbett Mid Cap Stock Fund, Inc. (formerly, Mid-Cap Value Fund, Inc.) – Class I | | | 1,394,088 | | | 575,124 | | | (62,166 | ) | | 1,907,046 | | | 33,964,488 | | | (61,347 | ) | | 343,417 | |
Lord Abbett Investment Trust – Short Duration Income Fund – Class I | | | – | | | 361,756 | | | (361,756 | ) | | – | | | – | | | 14,188 | | | 9,602 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | $ | 177,972,420 | | $ | 1,376,943 | | $ | 6,191,524 | |
| | | | | | | | | | | | | | | | | | | | | | |
Notes to Financial Statements (continued)
Each Fund is subject to the risks of investing in securities that are issued by non-U.S. entities, the risks of investing in derivatives, liquidity risk, and the risks from leverage.
Foreign securities may pose greater risks than domestic securities, including greater price fluctuations, less government regulation, and higher transaction costs. These risks generally are greater for emerging markets securities. Foreign investments also may be affected by changes in currency rates or currency controls.
Derivatives are subject to risks such as liquidity risk, leveraging risk, interest rate risk, market risk, and credit risk. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the value of the underlying asset, rate, or index. Whether a Fund’s use of derivatives is successful will depend on, among other things, the Fund’s ability to correctly forecast market movements, changes in foreign exchange and interest rates, and other factors. If a Fund incorrectly forecasts these and other factors, its performance could suffer. The Fund’s use of derivatives could result in a loss exceeding the amount of the Fund’s investment in these instruments.
Emerging Markets Currency Fund 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.
Emerging Markets Currency Fund may invest in swap contracts. Swap contracts are bilateral agreements between a fund and its counterparty. Each party is exposed to the risk of default by the other. In addition, swap contracts may involve a small investment of cash compared to the risk assumed, with the result that small changes may produce disproportionate and substantial gains or losses to the Fund.
Emerging Markets Currency Fund may invest in credit default swap contracts. Such contracts are subject to the risk that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates, and that Lord Abbett does not correctly predict the creditworthiness of the issuers of the reference obligation on which the credit default swap is based.
Illiquid securities may lower a Fund’s returns since the Fund may be unable to sell these securities at its desired time or price.
Leverage, including borrowing, may increase volatility in a Fund by magnifying the effect of changes in the value of the Fund’s holdings. The use of leverage may cause investors in a Fund to lose more money in adverse environments than would be the case in the absence of leverage.
Emerging Markets Currency Fund is subject to the general risks and considerations associated with investing in debt securities, including interest rate risk. When interest rates rise, the prices of debt securities and an investment in Emerging Markets Currency Fund are likely to decline. In times of economic uncertainty, high-yield debt securities (or “junk bonds”) may decline in price, even when interest rates are falling. There is also the risk that an issuer of a debt security will fail to make timely payments of principal or interest to Emerging Markets Currency Fund, a risk that is greater with junk bonds.
The mortgage-related securities in which a Fund may invest may be particularly sensitive to changes in prevailing interest rates, economic conditions, including delinquencies and/or defaults.
67
Notes to Financial Statements (continued)
These changes can affect the value, income and/or liquidity of such positions. When interest rates are declining, the value of these securities with prepayment features may not increase as much as other fixed income securities. Early principal repayment may deprive a Fund of income payments above current market rates. Alternatively, rising interest rates may cause payments to occur at a slower-than-expected rate, extending the duration of a security and typically reducing its value. The payment rate will thus affect the price and volatility of a mortgage-related security.
Foreign currency exchange rates may fluctuate significantly over short periods of time. Emerging Markets Currency Fund’s use of currency-related transactions involves the risk that Lord Abbett will not accurately predict currency movements, and the Fund’s returns could be reduced as a result. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by Emerging Markets Currency Fund that are denominated in those currencies.
The securities markets of developing or emerging countries tend to be less liquid, are especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial, and other reporting requirements as securities issued in more developed countries.
Emerging Markets Currency Fund believes that its investment strategies with respect to foreign currencies will generate qualifying income under current U.S. federal income tax law. However, there can be no assurance that the U.S. Treasury Department will not issue regulations in the future (possibly with retroactive effect) that would treat some or all of the Fund’s foreign currency gains as nonqualifying income.
The value of Global Allocation Fund’s investments will fluctuate in response to various factors related to domestic and foreign equity and fixed income markets, as well as the financial condition and prospects of issuers in which the Fund invests through its Underlying Funds. Because equity and fixed income investments can move in different directions or to different degrees, fixed income investments may counteract some of the volatility experienced by equity holdings, but the diminished risk that may accompany this investment approach also may result in lower returns.
These factors can affect each Fund’s performance.
| | |
11. | SUMMARY OF CAPITAL TRANSACTIONS | |
Transactions in shares of capital stock were as follows:
| | | | | | | | | | | | | |
Emerging Markets Currency Fund | | Year Ended December 31, 2012 | | Year Ended December 31, 2011 | |
| | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 3,757,643 | | $ | 24,345,954 | | | 8,042,498 | | $ | 54,934,875 | |
Converted from Class B* | | | 24,737 | | | 159,490 | | | 49,173 | | | 329,946 | |
Reinvestment of distributions | | | 289,200 | | | 1,872,926 | | | 406,470 | | | 2,743,393 | |
Shares reacquired | | | (5,926,704 | ) | | (38,303,761 | ) | | (10,063,478 | ) | | (66,321,610 | ) |
| | | | | | | | | | | | | |
Decrease | | | (1,855,124 | ) | $ | (11,925,391 | ) | | (1,565,337 | ) | $ | (8,313,396 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 10,818 | | $ | 68,868 | | | 54,439 | | $ | 374,013 | |
Reinvestment of distributions | | | 3,704 | | | 24,089 | | | 6,305 | | | 42,818 | |
Shares reacquired | | | (77,789 | ) | | (499,593 | ) | | (138,481 | ) | | (944,167 | ) |
Converted to Class A* | | | (24,626 | ) | | (159,490 | ) | | (48,945 | ) | | (329,946 | ) |
| | | | | | | | | | | | | |
Decrease | | | (87,893 | ) | $ | (566,126 | ) | | (126,682 | ) | $ | (857,282 | ) |
| | | | | | | | | | | | | |
68
|
Notes to Financial Statements (continued) |
| | | | | | | | | | | | | |
Emerging Markets Currency Fund | | Year Ended December 31, 2012 | | Year Ended December 31, 2011 | |
| | | | | |
Class C Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 785,246 | | $ | 5,102,670 | | | 2,997,946 | | $ | 20,772,720 | |
Reinvestment of distributions | | | 62,054 | | | 404,207 | | | 89,235 | | | 605,405 | |
Shares reacquired | | | (2,474,000 | ) | | (16,060,369 | ) | | (2,227,080 | ) | | (14,750,988 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (1,626,700 | ) | $ | (10,553,492 | ) | | 860,101 | | $ | 6,627,137 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 4,840,724 | | $ | 31,183,175 | | | 15,480,091 | | $ | 105,393,750 | |
Reinvestment of distributions | | | 219,054 | | | 1,417,322 | | | 238,973 | | | 1,605,297 | |
Shares reacquired | | | (6,740,611 | ) | | (43,176,965 | ) | | (12,288,261 | ) | | (80,218,894 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (1,680,833 | ) | $ | (10,576,468 | ) | | 3,430,803 | | $ | 26,780,153 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 23,966,025 | | $ | 155,303,285 | | | 10,250,596 | | $ | 66,097,561 | |
Reinvestment of distributions | | | 994,229 | | | 6,428,608 | | | 436,631 | | | 2,928,856 | |
Shares reacquired | | | (3,315,979 | ) | | (21,233,561 | ) | | (3,000,823 | ) | | (20,128,580 | ) |
| | | | | | | | | | | | | |
Increase | | | 21,644,275 | | $ | 140,498,332 | | | 7,686,404 | | $ | 48,897,837 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class P Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Reinvestment of distributions | | | 35 | | $ | 233 | | | 128 | | $ | 863 | |
Shares reacquired | | | – | (a) | | (3 | ) | | (3,359 | ) | | (20,941 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 35 | | $ | 230 | | | (3,231 | ) | $ | (20,078 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R2 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 51,280 | | $ | 325,886 | | | 48,682 | | $ | 33,963 | |
Reinvestment of distributions | | | 32 | | | 206 | | | 47 | | | 320 | |
Shares reacquired | | | (41,598 | ) | | (271,613 | ) | | (23,632 | ) | | (156,078 | ) |
| | | | | | | | | | | | | |
Increase | | | 9,714 | | $ | 54,479 | | | 25,097 | | $ | 178,205 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R3 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 62,494 | | $ | 404,137 | | | 85,804 | | $ | 580,876 | |
Reinvestment of distributions | | | 1,771 | | | 11,450 | | | 1,436 | | | 9,622 | |
Shares reacquired | | | (38,015 | ) | | (246,426 | ) | | (68,613 | ) | | (473,861 | ) |
| | | | | | | | | | | | | |
Increase | | | 26,250 | | $ | 169,161 | | | 18,627 | | $ | 116,637 | |
| | | | | | | | | | | | | |
| |
* | 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. |
(a) | Value less than 1 share. |
69
Notes to Financial Statements (concluded)
| | | | | | | | | | | | | |
Global Allocation Fund | | Year Ended December 31, 2012 | | Year Ended December 31, 2011 | |
| | | | | | | | | | | | | |
Class A Shares | | | Shares | | | Amount | | | Shares | | | Amount | |
| | | | | | | | | | | | | |
Shares sold | | | 1,552,196 | | $ | 17,000,236 | | | 3,141,147 | | $ | 35,841,205 | |
Converted from Class B* | | | 93,200 | | | 1,029,990 | | | 100,996 | | | 1,123,609 | |
Reinvestment of distributions | | | 345,422 | | | 3,800,383 | | | 309,788 | | | 3,371,367 | |
Shares reacquired | | | (2,800,046 | ) | | (30,588,025 | ) | | (2,432,427 | ) | | (27,168,071 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (809,228 | ) | $ | (8,757,416 | ) | | 1,119,504 | | $ | 13,168,110 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 40,503 | | $ | 411,873 | | | 95,196 | | $ | 997,594 | |
Reinvestment of distributions | | | 21,945 | | | 222,539 | | | 23,867 | | | 241,953 | |
Shares reacquired | | | (172,488 | ) | | (1,738,387 | ) | | (217,119 | ) | | (2,269,523 | ) |
Converted to Class A* | | | (101,001 | ) | | (1,029,990 | ) | | (109,212 | ) | | (1,123,609 | ) |
| | | | | | | | | | | | | |
Decrease | | | (211,041 | ) | $ | (2,133,965 | ) | | (207,268 | ) | $ | (2,153,585 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 800,084 | | $ | 8,165,734 | | | 996,301 | | $ | 10,477,099 | |
Reinvestment of distributions | | | 80,450 | | | 818,422 | | | 66,860 | | | 675,333 | |
Shares reacquired | | | (814,477 | ) | | (8,174,226 | ) | | (744,587 | ) | | (7,698,624 | ) |
| | | | | | | | | | | | | |
Increase | | | 66,057 | | $ | 809,930 | | | 318,574 | | $ | 3,453,808 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class F Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 73,178 | | $ | 805,841 | | | 244,564 | | $ | 2,732,678 | |
Reinvestment of distributions | | | 6,196 | | | 68,285 | | | 6,415 | | | 69,102 | |
Shares reacquired | | | (174,083 | ) | | (1,860,127 | ) | | (141,974 | ) | | (1,526,669 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | (94,709 | ) | $ | (986,001 | ) | | 109,005 | | $ | 1,275,111 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 575,905 | | $ | 6,222,060 | | | 728,207 | | $ | 8,677,626 | |
Reinvestment of distributions | | | 55,529 | | | 616,411 | | | 33,621 | | | 359,884 | |
Shares reacquired | | | (53,055 | ) | | (584,559 | ) | | (137,434 | ) | | (1,625,116 | ) |
| | | | | | | | | | | | | |
Increase | | | 578,379 | | $ | 6,253,912 | | | 624,394 | | $ | 7,412,394 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R2 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,137 | | $ | 12,711 | | | 7,432 | | $ | 77,958 | |
Reinvestment of distributions | | | 289 | | | 3,236 | | | 94 | | | 993 | |
Shares reacquired | | | (705 | ) | | (7,402 | ) | | (1 | ) | | (6 | ) |
| | | | | | | | | | | | | |
Increase | | | 721 | | $ | 8,545 | | | 7,525 | | $ | 78,945 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R3 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 184,157 | | $ | 2,009,518 | | | 186,035 | | $ | 2,134,497 | |
Reinvestment of distributions | | | 13,808 | | | 152,882 | | | 8,651 | | | 94,324 | |
Shares reacquired | | | (61,723 | ) | | (674,244 | ) | | (67,026 | ) | | (764,155 | ) |
| | | | | | | | | | | | | |
Increase | | | 136,242 | | $ | 1,488,156 | | | 127,660 | | $ | 1,464,666 | |
| | | | | | | | | | | | | |
| |
* | 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. |
70
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Lord Abbett Global Fund, Inc. and the Shareholders of Lord Abbett Emerging Markets Currency Fund and Lord Abbett Global Allocation Fund:
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Lord Abbett Global Fund, Inc., comprising the Lord Abbett Emerging Markets Currency Fund and Lord Abbett Global Allocation Fund (collectively, the “Funds”), as of December 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian, transfer agent and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
New York, New York
February 26, 2013
71
Investments in Underlying Funds (unaudited)
Global Allocation Fund invests in Underlying Funds managed by Lord Abbett. As of December 31, 2012, Global Allocation Fund’s long-term investments were allocated among the Underlying Funds as follows:
| | | | |
Underlying Fund Name | | % of Investments | |
| | | |
Lord Abbett Affiliated Fund, Inc. – Class I | | | 0.96% | |
Lord Abbett Equity Trust – Calibrated Large Cap Value Fund – Class I | | | 0.50% | |
Lord Abbett Equity Trust – Calibrated Mid Cap Value Fund – Class I | | | 6.41% | |
Lord Abbett Global Fund, Inc. – Emerging Markets Currency Fund – Class I | | | 18.88% | |
Lord Abbett Investment Trust – High Yield Fund – Class I | | | 10.65% | |
Lord Abbett Securities Trust – International Dividend Income Fund – Class I | | | 43.52% | |
Lord Abbett Mid Cap Stock Fund, Inc. (formerly, Mid-Cap Value Fund, Inc.) – Class I | | | 19.08% | |
| | | | |
The Ten Largest Holdings and the Holdings by Sector, as of December 31, 2012, for each Underlying Fund are presented below. Each Underlying Fund’s portfolio holdings, including a complete schedule of holdings. A complete schedule of holdings for each Underlying Fund is also filed with the SEC on Form N-Q as of the end of each respective Underlying Fund’s first and third quarters. In addition, on or about the first day of the second month following each calendar quarter-end, each Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of each such quarter. The information for the most recently ended calendar quarter may be viewed at www.lordabbett.com or requested at no charge by calling Lord Abbett at 888-522-2388.
Lord Abbett Affiliated Fund, Inc.
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | |
Exxon Mobil Corp. | | | 3.82% | |
JPMorgan Chase & Co. | | | 3.71% | |
Wells Fargo & Co. | | | 3.49% | |
Pfizer, Inc. | | | 2.75% | |
Chevron Corp. | | | 2.75% | |
General Electric Co. | | | 2.38% | |
Goldman Sachs Group, Inc. (The) | | | 2.35% | |
AT&T, Inc. | | | 2.16% | |
Citigroup, Inc. | | | 2.12% | |
Johnson & Johnson | | | 1.87% | |
| | | | |
| | | | |
Holdings by Sector* | | % of Investments | |
| | | |
Consumer Discretionary | | | 9.19% | |
Consumer Staples | | | 8.49% | |
Energy | | | 16.73% | |
Financials | | | 26.11% | |
Health Care | | | 12.93% | |
Industrials | | | 8.28% | |
Information Technology | | | 6.53% | |
Materials | | | 4.82% | |
Telecommunication Services | | | 3.71% | |
Utilities | | | 2.77% | |
Short-Term Investment | | | 0.44% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
72
Investments in Underlying Funds (unaudited)(continued)
Lord Abbett Equity Trust – Calibrated Large Cap Value Fund
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | |
Exxon Mobil Corp. | | | 5.65% | |
JPMorgan Chase & Co. | | | 3.74% | |
Chevron Corp. | | | 3.03% | |
Cisco Systems, Inc. | | | 2.86% | |
Pfizer, Inc. | | | 2.58% | |
AT&T, Inc. | | | 2.30% | |
Citigroup, Inc. | | | 2.23% | |
Time Warner, Inc. | | | 2.09% | |
Capital One Financial Corp. | | | 1.91% | |
SunTrust Banks, Inc. | | | 1.72% | |
| | | | |
| | | | |
Holdings by Sector* | | % of Investments | |
| | | |
Consumer Discretionary | | | 7.52% | |
Consumer Staples | | | 7.51% | |
Energy | | | 15.97% | |
Financials | | | 27.48% | |
Health Care | | | 11.53% | |
Industrials | | | 9.22% | |
Information Technology | | | 5.76% | |
Materials | | | 4.45% | |
Telecommunication Services | | | 3.09% | |
Utilities | | | 5.90% | |
Short-Term Investment | | | 1.57% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
Lord Abbett Equity Trust – Calibrated Mid Cap Value Fund
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | |
Everest Re Group Ltd. | | | 2.28% | |
Ares Capital Corp. | | | 2.19% | |
Eaton Corp. plc | | | 2.19% | |
PPL Corp. | | | 2.13% | |
Ashland, Inc. | | | 2.06% | |
CIT Group, Inc. | | | 2.04% | |
CF Industries Holdings, Inc. | | | 1.96% | |
Valero Energy Corp. | | | 1.91% | |
Maxim Integrated Products, Inc. | | | 1.78% | |
AES Corp. (The) | | | 1.76% | |
| | | | |
73
Investments in Underlying Funds (unaudited)(continued)
| | | | |
Holdings by Sector* | | % of Investments | |
| | | |
Consumer Discretionary | | | 8.78% | |
Consumer Staples | | | 4.76% | |
Energy | | | 9.85% | |
Financials | | | 30.87% | |
Health Care | | | 7.53% | |
Industrials | | | 11.03% | |
Information Technology | | | 10.37% | |
Materials | | | 6.76% | |
Telecommunication Services | | | 0.42% | |
Utilities | | | 9.63% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
Lord Abbett Global Fund, Inc. – Emerging Markets Currency Fund
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | |
Turkey Government Bond, 3.369%, 5/15/2013 | | | 3.40% | |
General Electric Capital Corp., 5.40%, 9/20/2013 | | | 1.52% | |
Federal National Mortgage Assoc., 4.50% | | | 1.33% | |
Citigroup, Inc., 5.50%, 4/11/2013 | | | 0.91% | |
Federal National Mortgage Assoc., 5.50%, 8/1/2037 | | | 0.85% | |
Energy Transfer Partners LP, 6.00%, 7/1/2013 | | | 0.76% | |
Virgin Media Secured Finance plc, 6.50%, 1/15/2018 | | | 0.73% | |
QVC, Inc., 7.125%, 4/15/2017 | | | 0.73% | |
Historic TW, Inc., 9.125%, 1/15/13 | | | 0.70% | |
Western Union Co. (The) 0.891%, 3/7/13 | | | 0.68% | |
| | | | |
| | | | |
Holdings by Sector* | | % of Investments | |
| | | |
Asset-Backed | | | 10.09% | |
Automotive | | | 1.34% | |
Banking | | | 6.80% | |
Basic Industry | | | 2.64% | |
Capital Goods | | | 1.26% | |
Consumer Cyclical | | | 2.16% | |
Consumer Non-Cyclical | | | 2.14% | |
Energy | | | 7.14% | |
Financial Services | | | 4.14% | |
Foreign Government | | | 6.54% | |
Health Care | | | 1.80% | |
Insurance | | | 0.57% | |
Media | | | 2.57% | |
Mortgage-Backed | | | 37.67% | |
Real Estate | | | 2.13% | |
Services | | | 0.75% | |
Technology & Electronics | | | 2.38% | |
Telecommunications | | | 2.51% | |
Utility | | | 1.47% | |
Short-Term Investment | | | 3.90% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
74
Investments in Underlying Funds (unaudited)(continued)
Lord Abbett Investment Trust – High Yield Fund
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | | |
Alliance Data Systems Corp., 6.375%, 4/1/2020 | | | 0.88% | |
Intelsat Bermuda Ltd. (Luxembourg) PIK, 11.50%, 2/4/2017 | | | 0.69% | |
Sprint Nextel Corp., 9.00%, 11/15/2018 | | | 0.65% | |
MEG Energy Corp. (Canada), 6.50%, 3/15/2021 | | | 0.65% | |
LBG Capital No.1 plc, 8.00% | | | 0.61% | |
AMC Networks, Inc., 7.75%, 7/15/2021 | | | 0.60% | |
First Data Corp., 12.625%, 1/15/2021 | | | 0.56% | |
Elizabeth Arden, Inc., 7.375%, 3/15/2021 | | | 0.56% | |
HCA, Inc., 6.50%, 2/15/2020 | | | 0.55% | |
Air Lease Corp., 5.625%, 4/1/2017 | | | 0.55% | |
| | | | |
| | | | |
Holdings by Sector* | | % of Investments | |
| | | | |
Automotive | | | 2.61% | |
Banking | | | 3.44% | |
Basic Industry | | | 10.67% | |
Capital Goods | | | 4.55% | |
Commercial Mortgage-Backed | | | 1.95% | |
Consumer Cyclical | | | 5.93% | |
Consumer Non-Cyclical | | | 6.15% | |
Energy | | | 14.20% | |
Financial Services | | | 3.92% | |
Foreign Government | | | 0.16% | |
Healthcare | | | 7.15% | |
Insurance | | | 0.90% | |
Media | | | 7.81% | |
Real Estate | | | 0.45% | |
Services | | | 13.95% | |
Technology & Electronics | | | 4.84% | |
Telecommunications | | | 7.09% | |
Utility | | | 4.23% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
Lord Abbett Securities Trust – International Dividend Income Fund
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | |
Vivendi SA | | | 1.96% | |
Atlantia SpA | | | 1.93% | |
Spark Infrastructure Group | | | 1.76% | |
Rio Tinto plc ADR | | | 1.75% | |
Toyota Motor Corp. | | | 1.74% | |
Aviva plc | | | 1.74% | |
Mapfre SA | | | 1.72% | |
AXA SA | | | 1.71% | |
Telenor ASA | | | 1.71% | |
Eni SpA ADR | | | 1.67% | |
| | | | |
75
Investments in Underlying Funds (unaudited)(concluded)
| | | | |
Holdings by Sector* | | % of Investments | |
| | | |
Consumer Discretionary | | | 12.24% | |
Consumer Staples | | | 6.96% | |
Energy | | | 9.21% | |
Financials | | | 21.26% | |
Health Care | | | 3.66% | |
Industrials | | | 12.20% | |
Information Technology | | | 2.55% | |
Materials | | | 7.09% | |
Telecommunication Services | | | 12.75% | |
Utilities | | | 10.52% | |
Short-Term Investment | | | 1.56% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
Lord Abbett Mid Cap Stock Fund, Inc. (formerly, Lord Abbett Mid-Cap Value Fund, Inc.)
| | | | |
Ten Largest Holdings | | % of Investments | |
| | | | |
Interpublic Group of Cos., Inc. (The) | | | 1.92% | |
Watson Pharmaceuticals, Inc. | | | 1.81% | |
Mylan, Inc. | | | 1.80% | |
URS Corp. | | | 1.70% | |
Jones Lang LaSalle, Inc. | | | 1.70% | |
Bunge Ltd. | | | 1.66% | |
CIT Group, Inc. | | | 1.62% | |
CIGNA Corp. | | | 1.55% | |
Ashland, Inc. | | | 1.53% | |
International Paper Co. | | | 1.51% | |
| | | | |
| | | | |
Holdings by Sector* | | | % of Investments | |
| | | | |
Consumer Discretionary | | | 8.03% | |
Consumer Staples | | | 4.19% | |
Energy | | | 8.67% | |
Financials | | | 29.85% | |
Health Care | | | 10.71% | |
Industrials | | | 11.78% | |
Information Technology | | | 8.88% | |
Materials | | | 9.39% | |
Telecommunication Services | | | 1.15% | |
Utilities | | | 5.64% | |
Short-Term Investment | | | 1.71% | |
| | | | |
Total | | | 100.00% | |
| | | | |
| |
* | A sector may comprise several industries. |
76
Basic Information About Management
The Board of Directors (the “Board”) is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Maryland. The Board elects officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. The Board also approves an investment adviser to each Fund and continues to monitor the cost and quality of the services the investment adviser provides, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.
Lord Abbett, a Delaware limited liability company, is the Company’s investment adviser. Designated Lord Abbett personnel are responsible for the day-to-day management of each Fund.
Interested Director
Ms. Foster is affiliated with Lord Abbett and is an “interested person” of the Company as defined in the Act. Ms. Foster is a director/trustee of each of the 13 Lord Abbett-sponsored funds, which consist of 56 portfolios or series.
| | | | |
Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
| | | | |
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954) | | Director and President since 2006; Chief Executive Officer since 2012 | | Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. |
| | | | |
| | | | Other Directorships: None. |
Independent Directors
The following Independent Directors also are directors/trustees of each of the 13 Lord Abbett-sponsored funds, which consist of 56 portfolios or series.
| | | | |
Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
| | | | |
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941) | | Director since 1994; Chairman since 2013 | | Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000).
Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009 - 2010). |
| | | | |
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942) | | Director since 1998 | | Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991 - 2009).
Other Directorships: Previously served as a director of Interstate Bakeries Corp. (1991 - 2008). |
77
Basic Information About Management (continued)
| | | | |
Name, Address and Year of Birth | | Current Position and Length of Service with the Company | | Principal Occupation and Other Directorships During the Past Five Years |
| | | | |
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955) | | Director since 2011 | | Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004 - 2010).
Other Directorships: None. |
| | | | |
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946) | | Director since 2004 | | Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998).
Other Directorships: Currently serves as director of Lend Lease Corporation Limited, an international retail and residential property group (since 2006), and WellPoint, Inc., a health benefits company (since 1994). |
| | | | |
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) | | Director since 2000 | | Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004).
Other Directorships: Currently serves as director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009), and as director of Molson Coors Brewing Company (since 2002). |
| | | | |
James M. McTaggart Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) | | Director since 2012 | | Principal Occupation: Independent management advisor and consultant (since 2012); Vice President, CRA International, Inc. (doing business as Charles River Associates), a global management consulting firm (2009 - 2012); Founder and Chairman of Marakon Associates, Inc., a strategy consulting firm (1978 - 2009); and Officer and Director of Trinsum Group, a holding company (2007 - 2009).
Other Directorships: Currently serves as director of Blyth, Inc., a home products company (since 2004). |
| | | | |
James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) | | Director since 2006 | | Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).
Other Directorships: Currently serves as director of Crane Co. (since 1998). Previously served as a director of Synageva BioPharma Corp., a biopharmaceutical company (2009 - 2011). |
Officers
None of the officers listed below have received compensation from the Company. All of the officers of the Company also may be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation During the Past Five Years” column indicate each officer’s position(s) and title(s) with Lord Abbett.
78
Basic Information About Management (concluded)
| | | | | | |
Name and Year of Birth | | Current Position with the Company | | Length of Service of Current Position | | Principal Occupation During the Past Five Years |
| | | | | | |
Daria L. Foster (1954) | | President and Chief Executive Officer | | Elected as President in 2006 and Chief Executive Officer in 2012 | | Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. |
| | | | | | |
Robert I. Gerber (1954) | | Executive Vice President | | Elected in 2001 | | Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management. |
| | | | | | |
James W. Bernaiche (1956) | | Chief Compliance Officer | | Elected in 2004 | | Partner and Chief Compliance Officer, joined Lord Abbett in 2001. |
| | | | | | |
Joan A. Binstock (1954) | | Chief Financial Officer and Vice President | | Elected in 1999 | | Partner and Chief Operations Officer, joined Lord Abbett in 1999. |
| | | | | | |
John K. Forst (1960) | | Vice President and Assistant Secretary | | Elected in 2005 | | Deputy General Counsel, joined Lord Abbett in 2004. |
| | | | | | |
Lawrence H. Kaplan (1957) | | Vice President and Secretary | | Elected in 1997 | | Partner and General Counsel, joined Lord Abbett in 1997. |
| | | | | | |
Steven M. Lipper (1961) | | Vice President | | Elected in 2011 | | Director, Product Management, joined Lord Abbett in 2004. |
| | | | | | |
A. Edward Oberhaus, III (1959) | | Vice President | | Elected in 1996 | | Partner and Director, joined Lord Abbett in 1983. |
| | | | | | |
Thomas R. Phillips (1960) | | Vice President and Assistant Secretary | | Elected in 2008 | | Partner and Deputy General Counsel, joined Lord Abbett in 2006. |
| | | | | | |
David B. Ritt (1976) | | Vice President | | Elected in 2009 | | Portfolio Manager, joined Lord Abbett in 2006. |
| | | | | | |
Lawrence B. Stoller (1963) | | Vice President and Assistant Secretary | | Elected in 2007 | | Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007. |
| | | | | | |
Leah G. Traub (1979) | | Vice President | | Elected in 2009 | | Partner and Director of Currency Management, joined Lord Abbett in 2007. |
| | | | | | |
Scott S. Wallner (1955) | | AML Compliance Officer | | Elected in 2011 | | Assistant General Counsel, joined Lord Abbett in 2004. |
| | | | | | |
Bernard J. Grzelak (1971) | | Treasurer | | Elected in 2003 | | Partner and Director of Fund Administration, joined Lord Abbett in 2003. |
Please call 888-522-2388 for a copy of the statement of additional information (“SAI”), which contains further information about the Company’s Directors. It is available free upon request.
79
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 each 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 performance universe, in each case as of various periods ended September 30, 2012. As to Emerging Markets Currency Fund, the Board observed that the investment performance of the Class A shares was above the median of the performance universe for each of those periods. As to Global Allocation Fund, the Board observed that the investment performance of the Class A shares was above the median of the performance universe for the nine-month, one-year, and ten-year periods and below the median for the three-year and five-year periods.
80
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 Emerging Markets Currency Fund, the Board observed that the expense ratios were close to the medians of the peer groups. As to Global Allocation Fund, the Board considered the expense levels in relation to two peer groups, one consisting of fund of funds and the other the other consisting of non-fund of funds. The Board observed that the expense ratios generally were well 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 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
81
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. The Board also took into consideration the investment research that Lord Abbett receives as a result of Fund brokerage transactions.
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.
82
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).
| | |
| Tax Information | |
| | |
| 58.12% of the ordinary income distributions paid by Global Allocation Fund during 2012 is qualified dividend income. For corporate shareholders, 10.26% of Global Allocation Fund’s ordinary income distributions qualified for the dividends received deduction. | |
| | |
| Global Allocation Fund intends to pass through foreign source income of $3,016,427 and foreign taxes of $266,929. For foreign shareholders 100% of the ordinary income distributions paid by Emerging Markets Currency Fund represents interest-related dividends. | |
| | |
| | | |
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 Global Fund, Inc.
Lord Abbett Emerging Markets Currency Fund Lord Abbett Global Allocation Fund | LAGF-2-1212 (02/13) |
| |
Item 2: | Code of Ethics. |
| |
(a) | In accordance with applicable requirements, the Registrant adopted a Sarbanes-Oxley Code of Ethics on June 19, 2003 that applies to the principal executive officer and senior financial officers of the Registrant (“Code of Ethics”). The Code of Ethics was in effect during the fiscal year ended December 31, 2012 (the “Period”). |
| |
(b) | Not applicable. |
| |
(c) | The Registrant has not amended the Code of Ethics as described in Form N-CSR during the Period. |
| |
(d) | The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the Period. |
| |
(e) | Not applicable. |
| |
(f) | See Item 12(a)(1) concerning the filing of the Code of Ethics. The Registrant will provide a copy of the Code of Ethics to any person without charge, upon request. To obtain a copy, please call Lord Abbett at 888-522-2388. |
| |
Item 3: | Audit Committee Financial Expert. |
| |
| The Registrant’s board of directors has determined that each of the following independent directors who are members of the audit committee is an audit committee financial expert: E. Thayer Bigelow and Robert B. Calhoun Jr. Each of these persons is independent within the meaning of the Form N-CSR. |
| |
Item 4: | Principal Accountant Fees and Services. |
| |
In response to sections (a), (b), (c) and (d) of Item 4, the aggregate fees billed to the Registrant for the fiscal years ended December 31, 2012 and 2011 by the Registrant’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”) were as follows: |
| | | | | | | |
| | Fiscal year ended: | |
| | 2012 | | 2011 | |
Audit Fees {a} | | $ | 75,500 | | $ | 71,500 | |
Audit-Related Fees | | | - 0 - | | | - 0 - | |
| | | | | | | |
Total audit and audit-related fees | | | 75,500 | | | 71,500 | |
| | | | | | | |
| | | | | | | |
Tax Fees {b} | | | 18,220 | | | 17,764 | |
All Other Fees | | | - 0 - | | | - 0 - | |
| | | | | | | |
| | | | | | | |
Total Fees | | $ | 93,720 | | $ | 89,264 | |
| | | | | | | |
| |
|
|
| {a} Consists of fees for audits of the Registrant’s annual financial statements. |
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| {b} Fees for the fiscal year ended December 31, 2012 and 2011 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, New Jersey Annual Report Form, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and 1096 Annual Summary and Transmittal of U.S. Information Returns. |
(e) (1) Pursuant to Rule 2-01(c) (7) of Regulation S-X, the Registrant’s Audit Committee has adopted pre-approval policies and procedures. Such policies and procedures generally provide that the Audit Committee must pre-approve:
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| • | any audit, audit-related, tax, and other services to be provided to the Lord Abbett Funds, including the Registrant, and |
| • | any audit-related, tax, and other services to be provided to the Registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to one or more Funds comprising the Registrant if the engagement relates directly to operations and financial reporting of a Fund, by the independent auditor to assure that the provision of such services does not impair the auditor’s independence. |
The Audit Committee has delegated pre-approval authority to its Chairman, subject to a fee limit of $10,000 per event, and not to exceed $25,000 annually. The Chairman will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Unless a type of service to be provided by the independent auditor has received general pre-approval, it must be pre-approved by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.
(e) (2) The Registrant’s Audit Committee has approved 100% of the services described in this Item 4 (b) through (d).
(f) Not applicable.
(g) The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant are shown above in the response to Item 4 (a), (b), (c) and (d) as “All Other Fees”.
The aggregate non-audit fees billed by Deloitte for services rendered to the Registrant’s investment adviser, Lord, Abbett & Co. LLC (“Lord Abbett”), for the fiscal years ended December 31, 2012 and 2011 were:
| | | | | | | |
| | Fiscal year ended: | |
| | 2012 | | 2011 | |
All Other Fees {a} | | $ | 194,431 | | $ | 172,220 | |
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| {a} Consist of fees for Independent Services Auditors’ Report on Controls Placed in Operation and Tests of Operating Effectiveness related to Lord Abbett’s Asset Management Services (“SAS 70 Report”). |
The aggregate non-audit fees billed by Deloitte for services rendered to entities under the common control of Lord Abbett for the fiscal years ended December 31, 2012 and 2011 were:
| | | | | | | |
| | Fiscal year ended: | |
| | 2012 | | 2011 | |
All Other Fees | | $ | - 0 - | | $ | - 0- | |
(h) The Registrant’s Audit Committee has considered the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant, that were not pre-approved pursuant to Rule 2-01 (c)(7)(ii) of Regulation S-X and has determined that the provision of such services is compatible with maintaining Deloitte’s independence.
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Item 5: | Audit Committee of Listed Registrants. |
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| Not applicable. |
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Item 6: | Investments. |
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| Not applicable. |
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Item 7: | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
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| Not applicable. |
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Item 8: | Portfolio Managers of Closed-End Management Investment Companies. |
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| Not applicable. |
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Item 9: | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
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| Not applicable. |
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Item 10: | Submission of Matters to a Vote of Security Holders. |
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| Not applicable. |
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Item 11: | Controls and Procedures. |
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(a) | Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities. |
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(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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| (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. |
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| (a)(2) | Certification of each Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT. |
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| (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 GLOBAL FUND, INC. |
| | | | |
| | | By: | /s/ Daria L. Foster |
| | | | |
| | | | Daria L. Foster |
| | | | President and Chief Executive Officer |
| | | | |
Date: February 26, 2013 | | | | |
| | | | |
| | | By: | /s/ Joan A. Binstock |
| | | | |
| | | | Joan A. Binstock |
| | | | Chief Financial Officer and Vice President |
| | | | |
Date: February 26, 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: February 26, 2013 | | | | |
| | | | |
| | | By: | /s/ Joan A. Binstock |
| | | | |
| | | | Joan A. Binstock |
| | | | Chief Financial Officer and Vice President |
| | | | |
Date: February 26, 2013 | | | | |