UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
(RULE 14a-101) | |||
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INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
x | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
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Lord Abbett Affiliated Fund, Inc. Lord Abbett Blend Trust Lord Abbett Bond-Debenture Fund, Inc. Lord Abbett Developing Growth Fund, Inc. Lord Abbett Global Fund, Inc. Lord Abbett Investment Trust Lord Abbett Large-Cap Growth Fund Lord Abbett Mid-Cap Value Fund, Inc. Lord Abbett Municipal Income Fund, Inc. Lord Abbett Municipal Income Trust Lord Abbett Research Fund, Inc. Lord Abbett Securities Trust Lord Abbett Series Fund, Inc. Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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o | Fee paid previously with preliminary materials. | ||
o | 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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Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Investment Trust
Lord Abbett Balanced Strategy Fund
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett High Yield Fund
Lord Abbett Income Strategy Fund
Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
Lord Abbett Total Return Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Texas Tax-Free Income Fund
Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
Florida Series
Georgia Series
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Insured Intermediate Tax-Free Fund
Michigan Series
Pennsylvania Series
Lord Abbett Research Fund, Inc.
Lord Abbett America’s Value Fund
Lord Abbett Growth Opportunities Fund
Lord Abbett Large-Cap Core Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett All Value Fund
Lord Abbett Alpha Strategy Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Opportunities Fund
Lord Abbett Large-Cap Value Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
All Value Portfolio
America’s Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Large-Cap Core Portfolio
Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund, Inc.
90 Hudson Street
Jersey City, New Jersey 07302-3973
800-201-6984
October 30, 2006
Dear Fellow Shareholder:
Here’s news you’ll be interested in as a shareholder (“Shareholder”) of one or more of the above-listed Lord Abbett investment companies (each, a “Fund,” which term includes the individual series of the above-listed series companies or trusts, and collectively, the “Funds”).
You are cordially invited to attend a Meeting of Shareholders (the “Meeting”) that will take place:
· Date and Time: December 18, 2006, at 10:00 a.m.
· Location: 90 Hudson Street
Jersey City, New Jersey 07302-3973
The Meeting’s agenda includes a Shareholder vote to:
· Elect the members of each Fund’s Board of Directors/Trustees (the “Board”).
· Transact such other business as may properly come before the Meeting and any adjournments thereof.
The proposals that Fund Shareholders will put to a vote on December 18, 2006 are described in the enclosed Combined Proxy Statement. I encourage you to review this document to help ensure that your votes really count, no matter how many Fund shares you own. At your earliest convenience, please vote
your Fund shares by telephone or the Internet, or sign, date, and mail the enclosed proxy card in the postage-paid return envelope. We must receive your proxy card before 10:00 a.m. on December 18, 2006 in order to count your vote. Or, if you prefer, you may vote in person at the Meeting.
You may vote in any one of four ways:
· Via the Internet using the web address shown on your proxy card.
· By telephone, with a toll-free call to the telephone number listed on your proxy card.
· By mail, using the enclosed ballot.
· In person at the Meeting.
We encourage you to vote via the Internet or by telephone, using the “control” number that appears on your proxy card. These voting methods will save the Funds a good deal of money that otherwise would be spent on postage. Regardless of the method you choose, however, please take the time to read the full text of the enclosed Combined Proxy Statement before voting.
TO ENSURE THAT YOUR VOTE IS COUNTED, IT IS IMPORTANT THAT YOU:
1. Review the enclosed Combined Proxy Statement; and
2. Vote via the Internet or by telephone; or
3. Complete and sign the enclosed proxy card, and return the proxy card in the enclosed envelope as soon as possible.
Your prompt response will help save the Funds the expense of additional solicitations.
We encourage you to review the enclosed materials and vote in favor of the proposal.
If you have any questions regarding the Meeting or need assistance in voting, please contact us at 888-L-ABBETT (888-522-2388).
| Sincerely, | |
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| Robert S. Dow |
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| Chairman of the Board |
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Investment Trust
Lord Abbett Balanced Strategy Fund
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett High Yield Fund
Lord Abbett Income Strategy Fund
Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
Lord Abbett Total Return Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Texas Tax-Free Income Fund
Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
Florida Series
Georgia Series
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Insured Intermediate Tax-Free Fund
Michigan Series
Pennsylvania Series
Lord Abbett Research Fund, Inc.
Lord Abbett America’s Value Fund
Lord Abbett Growth Opportunities Fund
Lord Abbett Large-Cap Core Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett All Value Fund
Lord Abbett Alpha Strategy Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Opportunities Fund
Lord Abbett Large-Cap Value Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
All Value Portfolio
America’s Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Large-Cap Core Portfolio
Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund, Inc.
90 Hudson Street
Jersey City, New Jersey 07302-3973
800-201-6984
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held December 18, 2006
NOTICE IS HEREBY GIVEN of a Meeting of the Shareholders of each of the above-listed Lord Abbett-sponsored Funds. The Meeting will be held at 90 Hudson Street, Jersey City, New Jersey, 07302-3973, on December 18, 2006, at 10:00 a.m., for the following purposes:
· To elect the members of each Fund’s Board of Directors/Trustees.
· To transact such other business as may properly come before the Meeting and any adjournments thereof.
| By order of the Boards of Directors/Trustees |
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| Lawrence H. Kaplan |
October 30, 2006 | Vice President and Secretary |
MEETING OF SHAREHOLDERS
To Be Held December 18, 2006
INTRODUCTION |
| 1 |
PROPOSAL 1: TO ELECT THE MEMBERS OF EACH FUND’S BOARD OF DIRECTORS/TRUSTEES |
| 3 |
INDEPENDENT REGISTERED PUBLIC |
| 7 |
ADDITIONAL INFORMATION |
| 9 |
Exhibit A — Shares Outstanding as of October 2, 2006 |
| A-1 |
Exhibit B — Shareholders Beneficially Owning More Than Five Percent of a Class of a Fund |
| B-1 |
Exhibit C — Information Pertaining to Board Member Nominees |
| C-1 |
Exhibit D — Length of Service of Board Member Nominees |
| D-1 |
Exhibit E — Security Ownership of Management |
| E-1 |
Exhibit F — Aggregate Dollar Range of Equity Ownership by Board Member Nominees |
| F-1 |
Exhibit G — Board and Committee Meetings |
| G-1 |
Exhibit H — Compensation of Independent Board Members |
| H-1 |
Exhibit I — Information Pertaining to Officers of the Funds |
| I-1 |
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The Funds will be referred to throughout this Combined Proxy Statement as listed below:
Fund |
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| Term Used in this |
Lord Abbett Affiliated Fund, Inc. |
| Affiliated Fund | ||
Lord Abbett Blend Trust |
| Blend Trust | ||
Lord Abbett Small-Cap Blend Fund |
| Small-Cap Blend | ||
Lord Abbett Bond-Debenture Fund, Inc. |
| Bond-Debenture | ||
Lord Abbett Developing Growth Fund, Inc. |
| Developing Growth | ||
Lord Abbett Global Fund, Inc. |
| Global Fund | ||
Equity Series |
| Global Equity | ||
Income Series |
| Global Income | ||
Lord Abbett Investment Trust |
| Investment Trust | ||
Lord Abbett Balanced Strategy Fund |
| Balanced Strategy | ||
Lord Abbett Convertible Fund |
| Convertible Fund | ||
Lord Abbett Core Fixed Income Fund |
| Core Fixed Income | ||
Lord Abbett Diversified Equity Strategy |
| Diversified Equity Strategy | ||
Lord Abbett High Yield Fund |
| High Yield | ||
Lord Abbett Income Strategy Fund |
| Income Strategy | ||
Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund |
| Limited Duration | ||
Lord Abbett Total Return Fund |
| Total Return | ||
Lord Abbett U.S. Government & |
| US Government Fund | ||
Lord Abbett World Growth & Income Strategy Fund |
| World Growth Strategy | ||
Lord Abbett Large-Cap Growth Fund |
| Large-Cap Growth | ||
Lord Abbett Mid-Cap Value Fund, Inc. |
| Mid-Cap Value | ||
Lord Abbett Municipal Income Fund, Inc. |
| Municipal Fund | ||
Lord Abbett California Tax-Free Income |
| CA Tax-Free | ||
Lord Abbett Connecticut Tax-Free Income |
| CT Tax-Free | ||
Lord Abbett Hawaii Tax-Free Income |
| HI Tax-Free | ||
Lord Abbett Minnesota Tax-Free Income |
| MN Tax-Free | ||
Lord Abbett Missouri Tax-Free Income |
| MO Tax-Free | ||
Lord Abbett National Tax-Free Income |
| National Tax-Free | ||
Lord Abbett New Jersey Tax-Free Income |
| NJ Tax-Free |
Fund |
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| Term Used in this |
Lord Abbett New York Tax-Free Income |
| NY Tax-Free | ||
Lord Abbett Texas Tax-Free Income |
| TX Tax-Free | ||
Lord Abbett Washington Tax-Free Income |
| WA Tax-Free | ||
Lord Abbett Municipal Income Trust |
| Municipal Trust | ||
Florida Series |
| Florida Series | ||
Georgia Series |
| Georgia Series | ||
Lord Abbett High Yield Municipal Bond |
| High Yield Municipal | ||
Lord Abbett Insured Intermediate |
| Insured Intermediate | ||
Michigan Series |
| Michigan Series | ||
Pennsylvania Series |
| Pennsylvania Series | ||
Lord Abbett Research Fund, Inc. |
| Research Fund | ||
Lord Abbett America’s Value Fund |
| America’s Value | ||
Lord Abbett Growth Opportunities Fund |
| Growth Opportunities | ||
Lord Abbett Large-Cap Core Fund |
| Large-Cap Core | ||
Small-Cap Value Series |
| Small-Cap Value | ||
Lord Abbett Securities Trust |
| Securities Trust | ||
Lord Abbett All Value Fund |
| All Value Fund | ||
Lord Abbett Alpha Strategy Fund |
| Alpha Strategy | ||
Lord Abbett International Core Equity |
| International Core | ||
Lord Abbett International Opportunities |
| International Opportunities | ||
Lord Abbett Large-Cap Value Fund |
| Large-Cap Value | ||
Lord Abbett Micro-Cap Growth Fund |
| Micro-Cap Growth | ||
Lord Abbett Micro-Cap Value Fund |
| Micro-Cap Value | ||
Lord Abbett Value Opportunities Fund |
| Value Opportunities | ||
Lord Abbett Series Fund, Inc. |
| Series Fund | ||
All Value Portfolio |
| All Value Portfolio | ||
America’s Value Portfolio |
| America’s Value Portfolio | ||
Bond-Debenture Portfolio |
| Bond-Debenture Portfolio | ||
Growth and Income Portfolio |
| Growth and Income Portfolio | ||
Growth Opportunities Portfolio |
| Growth Opportunities Portfolio | ||
International Portfolio |
| International Portfolio | ||
Large-Cap Core Portfolio |
| Large-Cap Core Portfolio | ||
Mid-Cap Value Portfolio |
| Mid-Cap Value Portfolio | ||
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. |
| US Money Market |
This Combined Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Boards (which term as used herein refers to the Board of Trustees or the Board of Directors, as applicable) of the above-listed funds (each, a “Fund,” which term includes the individual series of the above-listed series companies or trusts, where applicable, and collectively, the “Funds”) to be voted at a Meeting of the Funds, to be held on December 18, 2006, at 10:00 a.m., at 90 Hudson Street, Jersey City, New Jersey, 07302-3973 and at any adjournments thereof (the “Meeting”).
Each Fund is a diversified open-end management investment company (other than CA Tax-Free, CT Tax-Free, Florida Series, Georgia Series, Global Income, High Yield Municipal, HI Tax-Free, Michigan Series, MN Tax-Free, MO Tax-Free, NJ Tax-Free, NY Tax-Free, Pennsylvania Series, TX Tax-Free, and WA Tax-Free, each of which is non-diversified). Each Fund is organized as a Maryland corporation or a series thereof, with the exception of Blend Trust, Investment Trust, Large-Cap Growth, Municipal Trust, and Securities Trust, which are organized as Delaware statutory trusts. The Boards have fixed the close of business on October 2, 2006 (the “Record Date”), as the record date for determination of shareholders of the Funds entitled to notice of, and to vote at, the Meeting. As of October 2, 2006, there were issued and outstanding for each Fund the number of shares identified in Exhibit A. A list of the Shareholders of record will be available for inspection at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey, 07302-3973, until the date of the Meeting. For ease and clarity of presentation, shares of common stock and shares of beneficial interest are referred to herein as “Shares,” holders of Shares as of the Record Date are referred to as “Shareholders,” and the trustees or directors of each Fund are referred to as “Board Members.” Only Shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. This Combined Proxy Statement and the enclosed proxy card are first being mailed to Shareholders on or about October 30, 2006.
The Funds may request brokerage houses, custodians, nominees, and fiduciaries who are shareholders of record to forward proxy materials to beneficial owners. The Funds will reimburse these persons for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Shares of the Funds.
The solicitation of proxies will be primarily by mail. The Funds have retained ADP (Automatic Data Processing, Inc.), a proxy solicitation firm, to assist in the solicitation of proxies for this Meeting. There is no cost or expense borne by the Funds for the solicitation of this proxy. Officers and service contractors of the Funds also may solicit proxies by telephone or personal interview. Authorizations for another person to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with
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procedures designed to authenticate the Shareholder’s identity. In all cases where a telephonic proxy is solicited, the Shareholder will be asked to provide his or her address, Social Security Number (in the case of an individual) or taxpayer identification number (in the case of an entity) and the number of Shares owned and to confirm that the Shareholder has received the Combined Proxy Statement and proxy card in the mail. Within 72 hours of receiving a Shareholder’s telephonic or electronically transmitted voting instructions, a confirmation will be sent to the Shareholder to ensure that the vote has been taken in accordance with the Shareholder’s instructions and to provide a telephone number to call immediately if the Shareholder’s instructions are not correctly reflected in the confirmation. Shareholders requiring further information as to telephonic or electronically transmitted voting instructions or the proxy generally should contact the Funds toll-free at 888-522-2388. Any Shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the applicable Fund the written notice of revocation or subsequently executed proxy, or by attending the Meeting and voting in person.
Shareholders are entitled to one vote for each full Share, and a proportionate vote for each fractional Share, of each Fund held as of the Record Date. Under Delaware law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more than one votes, the vote of the majority binds all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately. Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more than one votes, the vote of the majority binds all; and (3) if more than one votes and the vote is evenly divided, each faction may vote the stock in question proportionally or any person voting the stock or any beneficiary may apply to a court of competent jurisdiction to appoint an additional person to act with the persons voting the stock and the stock shall then be voted as determined by a majority of those persons and the person appointed by the court. If the enclosed form of proxy is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the Shares represented by the proxy in accordance with the instructions marked thereon.
Security ownership of certain beneficial owners.
Exhibit B lists the beneficial owners of more than 5% of any class of a Fund as of October 2, 2006. Except as shown in that Exhibit, to the knowledge of the applicable Fund, as of October 2, 2006, no person is a beneficial owner of more than 5% of the outstanding Shares of any class of a Fund, as applicable.
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TO ELECT THE MEMBERS OF EACH FUND’S
BOARD OF DIRECTORS/TRUSTEES
Each Fund’s Board is responsible for the management of the business and affairs of the Fund in accordance with the laws of its state of organization. The Board of each Fund appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board.
Each Fund’s Board has proposed a slate of nine nominees to serve on the Board of each Fund, each to hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Each nominee has consented to be named to serve as a Director/Trustee. It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy or revoked as described herein) “FOR” the following Board Member nominees: E. Thayer Bigelow, William H.T. Bush, Robert B. Calhoun, Jr., Robert S. Dow, Daria L. Foster, Julie A. Hill, Franklin W. Hobbs, Thomas J. Neff and James L.L. Tullis. Certain biographical and other information relating to the Board Member nominees is set forth in Exhibits C and D.
The Funds’ Boards know of no reason why any of these nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as may be appointed.
Security ownership of management.
Exhibits E and F provide information about the beneficial ownership of Shares of each Fund by the Fund’s Board Member nominees, as applicable, including the aggregate dollar range of equity ownership in each Fund and other Lord Abbett-sponsored funds, as of October 2, 2006. As of October 2, 2006, the Fund’s Board Members and executive officers owned, as a group, less than 1% of the issued and outstanding Shares of all classes of each Fund.
During each Fund’s previous fiscal year, the Board of such Fund held the number of regularly scheduled and special meetings indicated in Exhibit G. Each of the Board Members then in office attended at least 75 percent of the total number of meetings of the Boards and, if a committee member, of the total number of meetings of applicable Board committees held during the period for which he or she served.
The standing committees of each Board are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contracts Committee.
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The Audit Committee of each Fund is composed wholly of Board Members who are not “interested persons” of the Fund. The members of the Audit Committee for each Fund are Messrs. Bigelow, Calhoun and Hobbs and Ms. Hill. The Audit Committee provides assistance to the Board of each Fund in fulfilling its responsibilities relating to accounting matters, the reporting practices of the applicable Fund, and the quality and integrity of each Fund’s financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of the Funds’ independent registered public accounting firm and considering violations of the Fund’s Code of Ethics to determine what action should be taken. In general, each Audit Committee meets quarterly. Exhibit G sets forth the number of meetings of the Audit Committee in each Fund’s previous fiscal year.
The Proxy Committee of each Fund is composed of at least two Board Members who are not “interested persons” of the Fund, and also may include one or more Board Members who are partners or employees of Lord Abbett. The current members of the Proxy Committee for each Fund (except Large-Cap Growth) are three independent Board Members: Messrs. Bush, Neff, and Tullis. (In the case of Large-Cap Growth, the current members of the Proxy Committee are Messrs. Bush and Neff.) The Proxy Committee (i) monitors the actions of Lord Abbett in voting proxies with respect to securities held by the Funds; (ii) evaluates the policies of Lord Abbett in voting such securities; and (iii) meets with Lord Abbett to review the policies in voting such securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest. Exhibit G sets forth for each Fund the number of meetings of the Proxy Committee held in each Fund’s previous fiscal year.
The Contracts Committee consists of all Board Members who are not “interested persons” of the Funds. The Contracts Committee conducts much of the factual inquiry undertaken by the Board Members in connection with the Board’s annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. In addition, members of the Committee conduct inquiries into the portfolio management approach and results of Lord Abbett, and report the results of those inquiries to the Nominating and Governance Committee and to the Board. Exhibit G sets forth for each Fund the number of meetings of the Contracts Committee held in the Fund’s previous fiscal year.
The Nominating and Governance Committee of each Fund is composed of all the Board Members who are not “interested persons” of the Fund. Among other things, the Nominating and Governance Committee is responsible for (i) evaluating and nominating individuals to serve as independent Board Members and as committee members; and (ii) periodically reviewing director/trustee compensation. The Nominating and Governance Committee
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has adopted policies with respect to its consideration of any individual recommended by the Funds’ shareholders to serve as an independent Director/Trustee. Exhibit G sets forth for each Fund the number of meetings of the Nominating and Governance Committee held for each Fund in the Fund’s previous fiscal year.
To view the Nominating and Governance Committee Charter, please visit our website at www.LordAbbett.com.
Policies Concerning Board or Committee Nominees.
The Nominating and Governance Committee of each Fund expects that no candidate to be an independent Board member may be an “interested person” (within the meaning of the Investment Company Act of 1940) of the Fund, any adviser to the Fund, or the principal underwriter of the Fund. A candidate should have a reputation for integrity, honesty, and adherence to high ethical standards. The candidate should have demonstrated business acumen, experience, and ability to exercise sound judgment in matters that relate to the objectives of the Fund and should be willing and able to contribute positively to decision-making processes of the Fund. The candidate should be committed to understanding the Fund and the responsibilities of an independent board member of an investment company and to regularly attending and participating in meetings of the Board and the committees on which the candidate would be a member. The candidate should have the ability to understand the sometimes-conflicting interests of the various constituencies of the Fund and to act in the interests of all shareholders. The candidate should not have a conflict of interest that would impair the candidate’s ability to represent the interests of all shareholders or to fulfill the responsibilities of an independent Board Member. The candidate should have the ability to serve a sufficient number of years before reaching the Fund’s mandatory retirement age for Board Members. Nominees shall not be discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability, or any other basis proscribed by law. For each candidate, the Nominating and Governance Committee shall evaluate specific experience in light of the makeup of the then-current Board. The Nominating and Governance Committee may determine that a candidate who does not have the type or previous experience or knowledge referred to above should nevertheless be considered as a nominee if the candidate is determined to have additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an independent Board Member. In evaluating candidates, the Nominating and Governance Committee shall seek to have at least one independent director/trustee qualify as an “audit committee financial expert,” as such term is defined by rules under the 1940 Act, and preference may be given to candidates believed to qualify as audit committee financial experts.
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The Nominating and Governance Committee expects that in most instances candidates to serve as a Board Member will be identified by one or more members of the Committee. The Committee, however, reserves the right to consider candidates identified by other sources, and may retain a search firm or other consultant. Upon the identification of one or more candidates, generally each member of the Committee (and in all instances not less than a majority of the members of the Committee) will meet with the candidate to assess the candidate’s qualifications and interest in serving. Following such meetings, the Committee will decide whether to nominate a candidate.
The Nominating and Governance Committee’s policy is to consider Board Member nominations recommended by shareholders using the same criteria the committee uses in considering potential Board Member nominations from other sources. The Nominating and Governance Committee believes, however, with respect to shareholder recommendations, the potential nominee must be able to demonstrate an ability to represent all shareholders and not just a limited set of shareholders. The policies and procedures governing the receipt and consideration of nominations by shareholders are the same as those with regard to shareholder communications set forth below.
The President and other officers of the Fund, although not members of the Nominating and Governance Committee, may be solicited for their input on candidates and to recruit candidates for the Board. The Nominating and Governance Committee shall give candidates recommended by the President and other officers of the Fund the same consideration as any other candidate.
A shareholder of any of the Funds wishing to communicate with the Board of that Fund or a particular committee of the Board may do so in a writing, signed by the shareholder and setting forth: (a) the name and address of the shareholder; (b) the number of shares owned by the shareholder; (c) the Fund or Funds of which the shareholder owns shares; and (d) if these shares are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial intermediary or other record owner. These communications should be addressed as follows: Board of Directors/Trustees, Lord Abbett Funds, 90 Hudson Street, Jersey City, New Jersey 07032-3973.
The Secretary of the Funds is responsible for collecting, reviewing, and organizing all properly submitted shareholder communications. For each properly submitted shareholder communication, the Secretary, in most instances, will either provide a copy of the communication to the Board or the appropriate committee, at the Board’s or committee’s next regularly-scheduled meeting, if practicable; or if the Secretary determines that the communication requires more immediate attention, forward the communication to the Board
6
or the committee promptly after receipt. The Secretary may determine that a shareholder communication should not be provided to the appropriate Board or committee because the communication: (i) does not reasonably relate to the Fund or the Fund’s operations, management, activities, policies, service providers, Board, Board committee(s), officers, shareholders, or other matters relating to an investment in the Fund; (ii) is ministerial in nature (such as a request for Fund literature, share data, or financial information); or (iii) otherwise is not appropriate for resolution by the Board. The Secretary shall determine the appropriate handling of all such communications that are not provided to the Board or a committee. The Secretary shall periodically report to the Board the volume and nature of shareholder communications that were not provided to the Board or a committee. Notwithstanding the foregoing, the Secretary shall promptly forward to the Audit Committee of the Fund shareholder complaints alleging questionable accounting or auditing matters. Such communications shall be forwarded irrespective of the form of such communications and such communications may be submitted anonymously by shareholders.
Compensation of Board Members.
Exhibit H summarizes the compensation for each of the Board Members for each Fund and for all Lord Abbett-sponsored funds, other than Mr. Dow and Ms. Foster, who did not receive any compensation from any of the Funds or any other Lord Abbett-sponsored fund.
Officers.
Information relating to the officers of each Fund is set forth in Exhibit I to this Combined Proxy Statement. Officers of each Fund are elected and appointed by the Board of each Fund and hold office until they resign, are removed, or are otherwise disqualified to serve.
Each proposal to elect the Board Member nominees to serve on a Fund’s Board is independent and not contingent on the election of the Board Member nominees to serve on any other Fund’s Board.
The Board Members, including the outside Board Members, unanimously recommend Shareholders vote FOR each of the nominees.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of each Fund, including a majority of the Board Members who are not interested persons of the Fund, has selected the firm of Deloitte & Touche LLP (‘‘D&T’’) to audit the financial statements of each Fund for the current fiscal year. The Funds know of no direct or indirect financial interest of D&T in any Fund. Representatives of D&T will be present at the Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
7
The following table sets forth the amount D&T billed the Funds, for professional services rendered by D&T for the two fiscal years indicated in the table and certain other information.
Fund |
|
|
| Fiscal Year |
| Audit Fees(1) |
| Audit- |
| Tax Fees(3) |
| Total Fees |
| All Fees for |
| |||||||||||||||||
Affiliated Fund |
|
| 10/31/06 | * |
|
| $ | 47,000 |
|
|
| $ | 3,547 |
|
|
| $ | 10,335 |
|
|
| $ | 60,882 |
|
|
| $ | -0- |
|
| ||
|
|
| 10/31/05 |
|
|
| $ | 47,000 |
|
|
| $ | 3,084 |
|
|
| $ | 10,625 |
|
|
| $ | 60,709 |
|
|
| $ | 165,650 |
|
| ||
Blend Trust |
|
| 7/31/06 |
|
|
| $ | 36,000 |
|
|
| $ | 235 |
|
|
| $ | 6,984 |
|
|
| $ | 43,219 |
|
|
| $ | 5,500 |
|
| ||
|
|
| 7/31/05 |
|
|
| $ | 36,000 |
|
|
| $ | 82 |
|
|
| $ | 6,865 |
|
|
| $ | 42,947 |
|
|
| $ | 165,650 |
|
| ||
Bond-Debenture |
|
| 12/31/05 |
|
|
| $ | 59,000 |
|
|
| $ | 1,123 |
|
|
| $ | 9,177 |
|
|
| $ | 69,300 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 12/31/04 |
|
|
| $ | 58,000 |
|
|
| $ | 1,448 |
|
|
| $ | 9,409 |
|
|
| $ | 68,857 |
|
|
| $ | 120,650 |
|
| ||
Developing Growth |
|
| 7/31/06 |
|
|
| $ | 36,000 |
|
|
| $ | 140 |
|
|
| $ | 6,890 |
|
|
| $ | 43,030 |
|
|
| $ | 5,500 |
|
| ||
|
|
| 7/31/05 |
|
|
| $ | 39,000 |
|
|
| $ | 157 |
|
|
| $ | 6,940 |
|
|
| $ | 46,097 |
|
|
| $ | 165,650 |
|
| ||
Global Fund |
|
| 12/31/05 |
|
|
| $ | 73,000 |
|
|
| $ | 20 |
|
|
| $ | 14,721 |
|
|
| $ | 87,741 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 12/31/04 |
|
|
| $ | 73,000 |
|
|
| $ | 22 |
|
|
| $ | 14,129 |
|
|
| $ | 87,151 |
|
|
| $ | 120,650 |
|
| ||
Investment Trust |
|
| 11/30/05 |
|
|
| $ | 279,000 |
|
|
| $ | 408 |
|
|
| $ | 63,685 |
|
|
| $ | 343,093 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 11/30/04 |
|
|
| $ | 229,000 |
|
|
| $ | 502 |
|
|
| $ | 50,880 |
|
|
| $ | 280,382 |
|
|
| $ | 120,650 |
|
| ||
Large-Cap Growth |
|
| 7/31/06 |
|
|
| $ | 36,000 |
|
|
| $ | 31 |
|
|
| $ | 6,825 |
|
|
| $ | 42,856 |
|
|
| $ | 5,500 |
|
| ||
|
|
| 7/31/05 |
|
|
| $ | 36,000 |
|
|
| $ | 20 |
|
|
| $ | 6,818 |
|
|
| $ | 42,838 |
|
|
| $ | 165,650 |
|
| ||
Mid-Cap Value |
|
| 12/31/05 |
|
|
| $ | 38,000 |
|
|
| $ | 1,407 |
|
|
| $ | 8,121 |
|
|
| $ | 47,528 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 12/31/04 |
|
|
| $ | 36,000 |
|
|
| $ | 1,338 |
|
|
| $ | 8,030 |
|
|
| $ | 45,368 |
|
|
| $ | 120,650 |
|
| ||
Municipal Fund |
|
| 9/30/06 | * |
|
| $ | 261,000 |
|
|
| $ | 294 |
|
|
| $ | 68,199 |
|
|
| $ | 329,493 |
|
|
| $ | -0- |
|
| ||
|
|
| 9/30/05 |
|
|
| $ | 229,000 |
|
|
| $ | 347 |
|
|
| $ | 65,882 |
|
|
| $ | 295,229 |
|
|
| $ | 165,650 |
|
| ||
Municipal Trust |
|
| 9/30/06 | * |
|
| $ | 166,000 |
|
|
| $ | 199 |
|
|
| $ | 40,960 |
|
|
| $ | 207,159 |
|
|
| $ | -0- |
|
| ||
|
|
| 9/30/05 |
|
|
| $ | 115,000 |
|
|
| $ | 73 |
|
|
| $ | 32,828 |
|
|
| $ | 147,901 |
|
|
| $ | 165,650 |
|
| ||
Research Fund |
|
| 11/30/05 |
|
|
| $ | 136,000 |
|
|
| $ | 668 |
|
|
| $ | 27,334 |
|
|
| $ | 164,002 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 11/30/04 |
|
|
| $ | 117,000 |
|
|
| $ | 518 |
|
|
| $ | 26,221 |
|
|
| $ | 143,739 |
|
|
| $ | 120,650 |
|
| ||
Securities Trust |
|
| 10/31/06 | * |
|
| $ | 227,000 |
|
|
| $ | 739 |
|
|
| $ | 50,052 |
|
|
| $ | 277,791 |
|
|
| $ | -0- |
|
| ||
|
|
| 10/31/05 |
|
|
| $ | 212,000 |
|
|
| $ | 308 |
|
|
| $ | 43,057 |
|
|
| $ | 255,365 |
|
|
| $ | 165,650 |
|
| ||
Series Fund |
|
| 12/31/05 |
|
|
| $ | 250,000 |
|
|
| $ | 373 |
|
|
| $ | 44,213 |
|
|
| $ | 294,586 |
|
|
| $ | 105,500 |
|
| ||
|
|
| 12/31/04 |
|
|
| $ | 236,000 |
|
|
| $ | 289 |
|
|
| $ | 37,000 |
|
|
| $ | 273,289 |
|
|
| $ | 120,650 |
|
| ||
US Money Market |
|
| 6/30/06 |
|
|
| $ | 29,000 |
|
|
| $ | 59 |
|
|
| $ | 6,202 |
|
|
| $ | 34,411 |
|
|
| $ | 55,500 |
|
| ||
|
|
| 6/30/05 |
|
|
| $ | 37,000 |
|
|
| $ | 56 |
|
|
| $ | 5,094 |
|
|
| $ | 42,150 |
|
|
| $ | 115,650 |
|
|
* Consists of estimated fees
(1) Consists of fees for audits of the Funds’ annual financial statements.
(2) Consists of each Fund’s proportionate share of fees for performing certain agreed-upon procedures regarding compliance with the provisions of Rule 17a-7 under the Investment Company Act of 1940 and related Board-approved procedures.
(3) Fees for the fiscal years 2006, 2005 and 2004 consist of fees for preparing the U.S. Income Tax Return for Regulated Investment Companies, New Jersey Corporation Business Tax Return, U.S. Return of Excise Tax on Undistributed Income of Investment Companies, IRS Forms 1099-MISC and Delaware Form 1.
8
D&T did not bill any Fund, the Funds’ investment adviser or any entity controlling, controlled by, or under common control with the Funds’ investment adviser that provides services to a Fund for any professional services rendered for financial information systems design and implementation.
The Funds’ Audit Committees have adopted policies and procedures that generally provide that the Funds’ Audit Committees must pre-approve any audit, audit-related, tax, and other services to be provided by the independent registered public accounting firm to each Fund or to each Fund’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to each Fund if the engagement relates directly to operations and financial reporting of each Fund, to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. Each Audit Committee has delegated pre-approval authority to its Chair, subject to a fee limit of $10,000 per event, and not to exceed $25,000 annually. The Chair will report any pre-approval decisions to the Audit Committees at their next scheduled meetings. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it must be pre-approved by the Audit Committees. Any proposed services exceeding pre-approved cost levels, requires specific pre-approval by the Audit Committees. The Funds’ Audit Committees have considered the provision of non-audit services rendered to each Fund’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to each Fund and have determined that the provision of such services is compatible with maintaining the independent registered public accounting firm’s independence.
Management is not aware of any matters to come before the Meeting other than those set forth in the Notice. If any such other matters do come before the Meeting, the individuals named as proxies will vote, act, and consent with respect thereto in accordance with their best judgment.
a. Timeliness of Shareholder Proposals
Any shareholder proposal to be presented for action at a Fund’s next shareholder meeting pursuant to the provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received at the Fund’s principal executive offices within a reasonable time in advance of the date solicitation is made for such meeting. No Fund intends to hold another annual or special meeting of shareholders unless required to do so by the Investment Company Act or by the laws of the state in which the Fund is organized.
9
b. Investment Adviser, Administrator and Underwriter
Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey, 07302-3973, acts as investment adviser to each Fund. Lord, Abbett & Co. LLC provides certain administrative services not involving the provision of investment advice to the Fund. Lord Abbett Distributor LLC, a subsidiary of Lord, Abbett & Co. LLC located at the same address, acts as principal underwriter to each Fund.
c. Report Available Upon Request
Each Fund will furnish, without charge, a copy of the Fund’s most recent annual report and the most recent semi-annual report succeeding the annual report, if any, to any Shareholder upon request. A Shareholder may obtain such report(s) by writing to the applicable Fund or by calling 800-874-3733 or via the Internet at www.LordAbbett.com.
d. Quorum, Vote Required, and Voting Procedures
For all of the Funds except those listed below, a quorum for the Meeting consists of holders of one-third of the outstanding Shares of the applicable Fund (with all series taken together) present at the Meeting in person or by proxy. For the Funds listed below, a quorum consists of holders of a majority of the outstanding Shares present in person or by proxy.
· Affiliated Fund | · Global Fund | · Series Fund |
· Bond-Debenture | · Municipal Trust |
|
For all of the Funds, approval of Proposal 1 will require the affirmative vote of a majority of the votes cast (with all series taken together) at the Meeting. Shares for which there is an abstention or broker non-vote will be counted for quorum purposes but will not be treated as voted for purposes of determining whether the proposal has passed. Unmarked proxies will be voted FOR the proposal described in this Combined Proxy Statement and any other matters as deemed appropriate.
e. Adjournment for Insufficient Votes
If sufficient votes to approve the proposal “To Elect the Members of Each Fund’s Board of Directors/Trustees” are not received by a Fund by the meeting date, the persons named as proxies may propose one or more adjournments of the Meeting for that Fund only to allow further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, and the nature of any further solicitation and any information to be provided to Shareholders with respect to such solicitation. Any such adjournment will require an affirmative vote of a majority of the Shares present in person or by proxy and entitled to vote at the Meeting. The persons named as proxies will vote on an adjournment after considering the best interests of all Shareholders.
10
f. Questions
If you have any questions regarding the Meeting or need assistance in voting, please contact us at 888-L-ABBETT (888-522-2388).
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Balanced Strategy Fund
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett High Yield Fund
Lord Abbett Income Strategy Fund
Lord Abbett Limited Duration U.S. Government & Government
Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Texas Tax-Free Income Fund
Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
Florida Series
Georgia Series
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Insured Intermediate Tax-Free Fund
Michigan Series
Pennsylvania Series
11
Lord Abbett Research Fund, Inc.
Lord Abbett America’s Value Fund
Lord Abbett Growth Opportunities Fund
Lord Abbett Large-Cap Core Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett All Value Fund
Lord Abbett Alpha Strategy Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Opportunities Fund
Lord Abbett Large-Cap Value Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
All Value Portfolio
America’s Value Portfolio
Bond-Debenture Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Portfolio
Large-Cap Core Portfolio
Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored
Enterprises Money Market Fund, Inc.
| |
Lawrence H. Kaplan |
|
Vice President and Secretary |
|
12
(This page has been left blank intentionally.)
Exhibit A: Shares Outstanding as of October 2, 2006
Fund |
|
|
| Shares Outstanding |
| ||
Affiliated Fund |
|
| 1,308,804,799.51 |
|
| ||
Blend Trust |
|
|
|
|
| ||
Small-Cap Blend |
|
| 91,985,319.15 |
|
| ||
Bond-Debenture |
|
| 975,818,173.69 |
|
| ||
Developing Growth |
|
| 41,833,236.91 |
|
| ||
Global Fund |
|
|
|
|
| ||
Equity Series |
|
| 7,624,150.118 |
|
| ||
Income Series |
|
| 8,248,486.263 |
|
| ||
Investment Trust |
|
|
|
|
| ||
Balanced Strategy |
|
| 104,812,944.09 |
|
| ||
Convertible Fund |
|
| 23,569,105.16 |
|
| ||
Core Fixed Income |
|
| 9,214,370.30 |
|
| ||
Diversified Equity Strategy |
|
| 294,376.44 |
|
| ||
High Yield |
|
| 23,820,337.26 |
|
| ||
Income Strategy |
|
| 2,455,224.78 |
|
| ||
Limited Duration |
|
| 28,354,975.39 |
|
| ||
Total Return |
|
| 61,279,648.94 |
|
| ||
U.S. Government Fund |
|
| 263,224,624.46 |
|
| ||
World Growth Strategy |
|
| 11,524,038.59 |
|
| ||
Large-Cap Growth |
|
| 40,498,645.60 |
|
| ||
Mid-Cap Value |
|
| 452,812,781.08 |
|
| ||
Municipal Fund |
|
|
|
|
| ||
CA Tax-Free |
|
| 16,086,931.71 |
|
| ||
CT Tax-Free |
|
| 9,181,628.47 |
|
| ||
HI Tax-Free |
|
| 18,216,740.51 |
|
| ||
MN Tax-Free |
|
| 9,572,594.99 |
|
| ||
MO Tax-Free |
|
| 29,957,151.77 |
|
| ||
National Tax-Free |
|
| 49,657,831.54 |
|
| ||
NJ Tax-Free |
|
| 25,277,170.61 |
|
| ||
NY Tax-Free |
|
| 22,082,123.31 |
|
| ||
TX Tax-Free |
|
| 7,879,342.67 |
|
| ||
WA Tax-Free |
|
| 8,607,972.82 |
|
| ||
Municipal Trust |
|
|
|
|
| ||
Florida Series |
|
| 14,823,025.94 |
|
| ||
Georgia Series |
|
| 21,032,200.56 |
|
| ||
High Yield Municipal |
|
| 67,827,880.19 |
|
| ||
Insured Intermediate |
|
| 1,096,123.35 |
|
| ||
Michigan Series |
|
| 13,872,075.14 |
|
| ||
Pennsylvania Series |
|
| 17,871,623.79 |
|
| ||
Research Fund |
|
|
|
|
| ||
America’s Value Fund |
|
| 92,823,961.42 |
|
| ||
Growth Opportunities |
|
| 39,196,141.41 |
|
|
A-1
Fund |
|
|
| Shares Outstanding |
| ||
Large-Cap Core |
|
| 33,092,414.52 |
|
| ||
Small-Cap Value |
|
| 114,829,880.66 |
|
| ||
Securities Trust |
|
|
|
|
| ||
All Value Fund |
|
| 241,014,873.36 |
|
| ||
Alpha Strategy Fund |
|
| 13,619,140.17 |
|
| ||
International Core |
|
| 58,744,291.09 |
|
| ||
International Opportunities |
|
| 22,304,759.18 |
|
| ||
Large-Cap Value |
|
| 4,109,570.06 |
|
| ||
Micro-Cap Growth |
|
| 513,593.73 |
|
| ||
Micro-Cap Value |
|
| 803,134.92 |
|
| ||
Value Opportunities |
|
| 5,784,058.30 |
|
| ||
Series Fund |
|
|
|
|
| ||
All Value Portfolio |
|
| 4,615,489.02 |
|
| ||
America’s Value Portfolio |
|
| 5,789,312.94 |
|
| ||
Bond-Debenture Portfolio |
|
| 21,253,894.67 |
|
| ||
Growth and Income Portfolio |
|
| 68,730,169.75 |
|
| ||
Growth Opportunities Portfolio |
|
| 6,016,844.49 |
|
| ||
International Portfolio |
|
| 1,860,935.40 |
|
| ||
Large-Cap Core Portfolio |
|
| 980,251.58 |
|
| ||
Mid-Cap Value Portfolio |
|
| 56,862,849.69 |
|
| ||
US Money Market |
|
| 372,876,230.96 |
|
|
A-2
Exhibit B: Shareholders Beneficially Owning More Than Five Percent of a Class of a Fund
Except as set forth below, to the knowledge of the applicable Fund, as of October 2, 2006 no person is a beneficial owner of more than five percent of the outstanding Shares of any class of a Fund.
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Affiliated Fund |
| Edward Jones & Co. |
| Class A: | 371,688,670.7740 |
| Class A: | 36.59% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 6,025,555.7930 |
| Class B: | 7.04% | ||
|
| MLPF&S for the Sole Benefit of its Customers |
| Class B: | 12,023,033.2410 |
| Class B: | 14.04% | ||
|
| Citigroup Global Markets Inc. |
| Class P: | 13,282,722.4710 |
| Class P: | 49.00% | ||
|
| Hartford Life Separate Account 401 |
| Class P: | 4,735,294.4660 |
| Class P: | 17.47% | ||
|
| Lord Abbett Balanced Series |
| Class Y: | 37,122,463.0140 |
| Class Y: | 49.34% | ||
|
| Bank of New York Cust. |
| Class Y: | 9,886,407.3070 |
| Class Y: | 13.14% | ||
|
| Bank of New York Cust. |
| Class Y: | 6,619,967.5930 |
| Class Y: | 8.80% | ||
|
| Pershing LLC |
| Class Y: | 4,317,262.2110 |
| Class Y: | 5.74% | ||
Small-Cap Blend |
| Edward Jones & Co. |
| Class A: | 12,063,709.8050 830,390.6940 |
| Class A: | 26.24% | ||
|
| MLPF&S For the Sole Benefit of Its Customers |
| Class A: | 2,763,053.4270 |
| Class A: | 6.01% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 488,393.8140 |
| Class B: | 8.78% | ||
B-1
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Small-Cap Blend |
| Hartford Life Separate A/C 401 401(k) Plan |
| Class P: | 625,767.3170 |
| Class P: | 11.90% | ||
|
| Citistreet Equities |
| Class P: | 580,019.2990 |
| Class P: | 11.03% | ||
|
| MFS Heritage Trust Company |
| Class P: | 468,762.9720 |
| Class P: | 8.92% | ||
|
| AUL Group Retirement Annuity Separate Acct II |
| Class P: | 541,297.5300 |
| Class P: | 10.30% | ||
|
| The Vanguard Fiduciary Trust Co. |
| Class Y: | 2,160,099.5770 |
| Class Y: | 13.71% | ||
|
| State Street Bank & Trust Co. |
| Class Y: | 793,895.2150 |
| Class Y: | 5.04% | ||
|
| MG Trust Company Cust. FBO |
| Class Y: | 830,728.2810 |
| Class Y: | 5.27% | ||
|
| NFS LLC FEBO |
| Class Y: | 3,971,576.3460 |
| Class Y: | 25.21% | ||
|
| SEI Private Trust Co. |
| Class Y: | 1,421,850.2300 |
| Class Y: | 9.03% | ||
|
| Wells Fargo Bank NA FBO |
| Class Y: | 915,059.8070 |
| Class Y: | 5.81% | ||
Developing Growth |
| Edward Jones & Co. |
| Class A: | 4,003,913.9720 |
| Class A: | 15.77% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 341,676.2790 |
| Class B: | 8.53% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class B: | 499,639.5770 |
| Class B: | 12.47% | ||
B-2
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Developing Growth |
| Copeland Retirement Trust Acct Tr. |
| Class P: | 1,051,252.1210 |
| Class P: | 31.18% | ||
|
| Citigroup Global Markets Inc. |
| Class P: | 592,507.2510 |
| Class P: | 17.57% | ||
|
| Lord Abbett Alpha Series |
| Class Y: | 4,745,892.4330 |
| Class Y: | 80.91% | ||
Global Equity Fund |
| Edward Jones & Co. |
| Class A: | 2,680,997.1820 |
| Class A: | 45.75% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class C: | 49,635.5500 |
| Class C: | 5.57% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 1,977.0510 |
| Class Y: | 5.30% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 3,563.9530 |
| Class Y: | 9.56% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,061.7080 |
| Class Y: | 5.53% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 1,954.4310 |
| Class Y: | 5.24% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,351.3370 |
| Class Y: | 6.30% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,146.7750 |
| Class Y: | 5.76% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 4,775.8910 |
| Class Y: | 12.81% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,782.3540 |
| Class Y: | 7.46% | ||
Global Income Fund |
| Edward Jones & Co. |
| Class A: | 2,973,105.4120 |
| Class A: | 41.59% | ||
B-3
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Global Income Fund |
| Citigroup Global Markets Inc. |
| Class B: | 77,626.1150 |
| Class B: | 12.43% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class B: | 113,747.4750 |
| Class B: | 18.21% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 35,106.6720 |
| Class Y: | 27.69% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 71,707.0410 |
| Class Y: | 56.56% | ||
Balanced Strategy |
| Edward Jones & Co. |
| Class A: | 61,823,134.3030 |
| Class A: | 75.04% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 591,723.4400 |
| Class B: | 6.20% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class B: | 1,094,635.1710 |
| Class B: | 11.47% | ||
|
| Mulligan Security Corp |
| Class P: | 27,304.3550 |
| Class P: | 9.94% | ||
|
| Allied Shipyard Inc. 401(k) Plan |
| Class P: | 15,842.1030 |
| Class P: | 5.77% | ||
|
| Master Molded Products Corp |
| Class P: | 28,589.6450 |
| Class P: | 10.41% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 5,054.7600 |
| Class Y: | 8.71% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 6,177.5200 |
| Class Y: | 10.65% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 26,303.7470 |
| Class Y: | 45.33% | ||
Convertible Fund |
| Edward Jones & Co. |
| Class A: | 1,392,546.0760 |
| Class A: | 17.60% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class A: | 1,306,107.2340 |
| Class A: | 16.51% | ||
B-4
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Convertible Fund |
| Prudential Investment |
| Class A: | 849,419.4750 |
| Class A: | 10.74% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 129,650.1300 |
| Class B: | 9.56% | ||
|
| SEI Private Trust Co. |
| Class P: | 57,762.1430 |
| Class P: | 26.24% | ||
|
| SEI Private Trust Co. |
| Class P: | 146,817.8300 |
| Class P: | 66.70% | ||
|
| PFPC Wrap Services |
| Class Y: | 1,611,204.8760 |
| Class Y: | 18.87% | ||
|
| State Street Bank & Trust Cust. |
| Class Y: | 565,776.9760 |
| Class Y: | 6.63% | ||
|
| KPMG Peat Marwick Pension Plan |
| Class Y: | 1,173,779.5260 |
| Class Y: | 13.75% | ||
|
| SEI Private Trust Co. |
| Class Y: | 2,626,294.7880 |
| Class Y: | 30.76% | ||
Core Fixed Income |
| Edward Jones & Co. |
| Class A: | 2,883,585.1890 |
| Class A: | 53.84% | ||
|
| MLPF&S for the Sole Benefit of |
| Class B: | 278,537.2620 |
| Class B: | 20.97% | ||
|
| MCBTrust Services Tr. |
| Class P: | 10,781.8700 |
| Class P: | 9.83% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 3,841.6510 |
| Class Y: | 7.47% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 24,800.0260 |
| Class Y: | 48.21% | ||
High Yield |
| Edward Jones & Co. |
| Class A: | 6,331,953.9080 |
| Class A: | 49.16% | ||
B-5
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
High Yield |
| MLPF&S for the Sole Benefit of |
| Class A: | 1,049,806.2310 |
| Class A: | 8.15% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 556,321.6430 |
| Class B: | 12.55% | ||
|
| Wilmington Trust Company Tr. |
| Class P: | 10,077.4590 |
| Class P: | 89.76% | ||
|
| Lord Abbett Income Strategy |
| Class Y: | 1,816,736.4750 |
| Class Y: | 64.34% | ||
|
| NFS LLC FEBO FIIOC as |
| Class Y: | 354,279.5650 |
| Class Y: | 12.55% | ||
|
| UMBSC & Co. |
| Class Y: | 440,106.8000 |
| Class Y: | 15.59% | ||
Income Strategy |
| Edward Jones & Co. |
| Class A: | 861,485.6440 |
| Class A: | 51.10% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 94,165.8700 |
| Class A: | 5.59% | ||
|
| Lord Abbett & Co. LLC |
| Class P: | 69.8910 |
| Class P: | 100.00% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 982.7630 |
| Class Y: | 56.47% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 515.8690 |
| Class Y: | 29.64% | ||
Limited Duration |
| Edward Jones & Co. |
| Class A: | 4,032,441.8450 |
| Class A: | 22.96% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,390,851.6640 |
| Class A: | 7.92% | ||
B-6
|
|
| Number of Shares Beneficially Owned | |||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Limited Duration |
| PIMS/Prudential Retirement as |
| Class A: | 1,004,599.5740 |
| Class A: | 5.72% | ||
|
| Citigroup Global Markets Inc. |
| Class C: | 1,434,469.6660 |
| Class C: | 15.84% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 6,747.8380 |
| Class Y: | 6.33% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 19,290.3360 |
| Class Y: | 18.08% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 60,352.9660 |
| Class Y: | 56.58% | ||
Total Return Fund |
| Edward Jones & Co. |
| Class A: | 10,149,133.6770 |
| Class A: | 40.13% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,705,733.9290 |
| Class A: | 6.74% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 194,735.0190 |
| Class B: | 5.72% | ||
|
| Hartford Life Separate Account |
| Class P: | 100,696.2450 |
| Class P: | 12.32% | ||
|
| Capital Bank & Trust Co. TTEE |
| Class P: | 205,710.2880 |
| Class P: | 25.16% | ||
|
| Reliance Trust Co. |
| Class P: | 64,946.3290 |
| Class P: | 7.94% | ||
|
| Lord Abbett World Growth & |
| Class Y: | 4,555,353.8490 |
| Class Y: | 17.51% | ||
|
| Lord Abbett Balanced Series |
| Class Y: | 20,379,296.1960 |
| Class Y: | 78.35% | ||
B-7
|
|
| Number of Shares Beneficially Owned | |||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
U.S Government Fund |
| Edward Jones & Co. |
| Class A: | 36,226,362.8090 |
| Class A: | 15.82% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 16,195,219.7550 |
| Class A: | 7.07% | ||
|
| MLPF&S for the Sole Benefit of |
| Class B: | 2,745,560.9750 |
| Class B: | 21.39% | ||
World Growth Strategy |
| Edward Jones & Co. |
| Class A: | 6,008,063.0060 |
| Class A: | 70.37% | ||
|
| MLPF&S for the Sole Benefit of |
| Class B: | 65,595.7970 |
| Class B: | 8.10% | ||
|
| Morgan Stanley DW |
| Class C: | 118,429.4710 |
| Class C: | 5.59% | ||
|
| MG Trust Co. Agent Tr. |
| Class P: | 1,432.4610 |
| Class P: | 95.49% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 52,170.9500 |
| Class Y: | 91.91% | ||
Large-Cap Growth |
| Edward Jones & Co. |
| Class A: | 8,315,015.0010 |
| Class A: | 38.81% 9.68% | ||
|
| Citigroup Global Markets Inc. |
| Class C: | 759,794.2960 |
| Class C: | 10.89% | ||
|
| Jack McDonald FBO |
| Class P: | 2,811.4130 |
| Class P: | 96.17% | ||
|
| Lord Abbett World Growth & |
| Class Y: | 5,167,787.1280 |
| Class Y: | 88.61% | ||
Mid-Cap Value |
| Edward Jones & Co. |
| Class A: | 43,107,049.8240 |
| Class A: | 14.49% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 15,962,005.1690 |
| Class A: | 5.37% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 2,721,159.5280 |
| Class B: | 7.21% | ||
B-8
|
|
| Number of Shares Beneficially Owned | |||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Mid-Cap Value |
| Citigroup Institutional Trust Co. Tr. |
| Class P: | 2,267,477.4490 |
| Class P: | 6.42% | ||
|
| Hartford Life Separate Account |
| Class P: | 11,798,064.4060 |
| Class P: | 33.40% | ||
|
| NFS LLC FEBO |
| Class P: | 4,763,404.3750 |
| Class P: | 13.48% | ||
|
| The Northern Trust Co. Tr. |
| Class Y: | 7,850,777.4000 |
| Class Y: | 21.17% | ||
|
| Wells Fargo Bank NA FBO |
| Class Y: | 4,631,163.4140 |
| Class Y: | 12.49% | ||
|
| Ameriprise Trust Company for |
| Class Y: | 2,017,238.6770 |
| Class Y: | 5.44% | ||
|
| NFS LLC FEBO |
| Class Y: | 4,473,077.7320 |
| Class Y: | 12.06% | ||
CA Tax-Free |
| Edward Jones & Co. |
| Class A: | 2,134,892.6370 |
| Class A: | 14.51% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 2,156,633.7620 |
| Class A: | 14.66% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 797,072.8190 |
| Class A: | 5.42% | ||
|
| Morgan Stanley DW |
| Class A: | 1,553,256.4910 |
| Class A: | 10.56% | ||
CT Tax-Free |
| Edward Jones & Co. |
| Class A: | 958,345.8010 |
| Class A: | 10.44% | ||
B-9
|
|
| Number of Shares Beneficially Owned | |||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
CT Tax-Free |
| Citigroup Global Markets Inc. |
| Class A: | 688,314.0910 |
| Class A: | 7.50% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,165,922.1760 |
| Class A: | 12.70% | ||
|
| Susan Lynch |
| Class A: | 510,932.9060 |
| Class A: | 5.56% | ||
HI Tax-Free |
| Edward Jones & Co. |
| Class A: | 2,352,843.5900 |
| Class A: | 12.92% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 2,568,387.7650 |
| Class A: | 14.10% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 2,530,340.7010 |
| Class A: | 13.89% | ||
|
| Morgan Stanley DW |
| Class A: | 5,102,844.4260 |
| Class A: | 28.01% | ||
MN Tax-Free |
| Edward Jones & Co. |
| Class A: | 5,942,500.3810 |
| Class A: | 62.08% | ||
MO Tax-Free |
| Edward Jones & Co. |
| Class A: | 18,714,901.8350 |
| Class A: | 62.47% | ||
National Tax-Free |
| Edward Jones & Co. |
| Class A: | 16,219,967.2380 |
| Class A: | 37.37% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 2,431,948.8850 |
| Class A: | 5.60% | ||
NJ Tax-Free |
| Citigroup Global Markets Inc. |
| Class A: | 2,580,971.3610 |
| Class A: | 10.21% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 2,101,951.3880 |
| Class A: | 8.32% | ||
NY Tax-Free |
| Citigroup Global Markets Inc. |
| Class A: | 2,253,758.0670 |
| Class A: | 19.20% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,612,525.4420 |
| Class A: | 7.82% | ||
B-10
|
|
| Number of Shares Beneficially Owned | |||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
NY Tax-Free |
| UBS Financial Services Inc. |
| Class C: | 73,901.7220 |
| Class C: | 5.04% | ||
TX Tax-Free |
| Edward Jones & Co. |
| Class A: | 3,952,596.7530 |
| Class A: | 50.16% | ||
WA Tax-Free |
| Edward Jones & Co. |
| Class A: | 3,231,159.1430 |
| Class A: | 37.54% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 815,120.1850 |
| Class A: | 9.47% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 695,732.8320 |
| Class A: | 8.08% | ||
|
| Morgan Stanley DW |
| Class A: | 559,702.8590 |
| Class A: | 6.50% | ||
Florida Series |
| Edward Jones & Co. |
| Class A: | 1,789,950.2490 |
| Class A: | 13.25% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 2,172,429.6530 |
| Class A: | 16.08% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,051,903.9110 |
| Class A: | 7.78% | ||
|
| UBS Financial Services Inc. |
| Class C: | 189,149.2220 |
| Class C: | 14.44% | ||
Georgia Series |
| Edward Jones & Co. |
| Class A: | 12,551,996.7990 |
| Class A: | 59.68% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 1,162,264.6550 |
| Class A: | 5.53% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 1,492,253.3480 |
| Class A: | 7.10% | ||
High Yield |
| Edward Jones & Co. |
| Class A: | 11,954,819.9920 |
| Class A: | 26.08% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 6,981,332.2280 |
| Class A: | 15.23% | ||
B-11
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
High Yield Municipal |
| MLPF&S for the Sole Benefit of |
| Class A: | 9,628,952.7060 |
| Class A: | 21.00% | ||
|
| Lord Abbett & Co. LLC |
| Class B: | 727.1230 |
| Class B: | 100.00% | ||
Insured Intermediate |
| Edward Jones & Co. |
| Class A: | 352,276.7670 |
| Class A: | 48.62% | ||
|
| MLPF&S for the Sole Benefit of |
| Class A: | 90,194.6260 |
| Class A: | 12.45% | ||
|
| UBS Financial Services Inc. |
| Class B: | 7,656.9680 |
| Class B: | 8.85% | ||
|
| UBS Financial Services Inc. |
| Class C: | 24,861.0580 |
| Class C: | 8.75% | ||
|
| Lord Abbett & Co. LLC |
| Class P: | 1,092.6500 |
| Class P: | 100.00% | ||
Michigan Series |
| Edward Jones & Co. |
| Class A: | 6,170,044.4650 |
| Class A: | 44.48% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 816,969.6390 |
| Class A: | 5.89% | ||
Pennsylvania Series |
| Edward Jones & Co. |
| Class A: | 2,057,599.7420 |
| Class A: | 11.51% | ||
|
| Citigroup Global Markets Inc. |
| Class A: | 1,037,141.6400 |
| Class A: | 5.80% | ||
America’s Value Fund |
| Edward Jones & Co. |
| Class A: | 70,139,675.6290 |
| Class A: | 86.16% | ||
|
| Citigroup Global Markets Inc. |
| Class C: | 852,382.8420 |
| Class C: | 14.67% | ||
|
| MLPF&S for the Sole Benefit of |
| Class C: | 1,138,571.1950 |
| Class C: | 19.59% | ||
B-12
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
America’s Value Fund |
| Hartford Life Separate Account 401 |
| Class P: | 124,476.2320 |
| Class P: | 75.64% | ||
|
| UBATCO & Co. |
| Class P: | 26,129.9990 |
| Class P: | 15.88% | ||
|
| Lord Abbett Income Strategy Fund |
| Class Y: | 567,919.3880 |
| Class Y: | 83.42% | ||
Growth Opportunities |
| Edward Jones & Co. |
| Class A: | 16,932,840.9150 |
| Class A: | 58.94% | ||
|
| MLPF&S for the Sole Benefit of |
| Class B: | 373,835.5420 |
| Class B: | 7.48% | ||
|
| Citigroup Global Markets Inc. |
| Class C: | 523,211.8300 |
| Class C: | 13.33% | ||
|
| ING Life Ins & Annuity Co. |
| Class P: | 262,332.7880 |
| Class P: | 36.03% | ||
|
| ING National Trust DTD |
| Class P: | 228,104.9360 |
| Class P: | 31.33% | ||
|
| Hartford Life Separate Account 401 |
| Class P: | 175,449.4500 |
| Class P: | 24.10% | ||
|
| Lord Abbett World Growth & |
| Class Y: | 439,985.5340 |
| Class Y: | 54.01% | ||
|
| AMVESCAP NATL TR Co. |
| Class Y: | 217,161.5320 |
| Class Y: | 26.66% | ||
Large-Cap Core |
| Edward Jones & Co. |
| Class A: | 13,452,658.3020 |
| Class A: | 64.34% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 213,361.1020 |
| Class B: | 7.88% | ||
|
| MLPF&S for the Sole Benefit of |
| Class B: | 383,598.5390 |
| Class B: | 14.17% | ||
B-13
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Large-Cap Core |
| TrustLynx & Co. Company |
| Class P: | 100,250.2710 |
| Class P: | 40.18% | ||
|
| Copeland Retirement Trust Acct. |
| Class P: | 63,577.9280 |
| Class P: | 25.48% | ||
|
| Hartford Life Separate Account 401 |
| Class P: | 26,378.8860 |
| Class P: | 10.57% | ||
|
| Lord Abbett World Growth & |
| Class Y: | 1,565,816.1340 |
| Class Y: | 24.83% | ||
|
| Lord Abbett Balanced Series |
| Class Y: | 4,566,765.3230 |
| Class Y: | 72.41% | ||
Small-Cap Value |
| MLPF&S for the Sole Benefit of |
| Class A: | 5,953,109.8490 |
| Class A: | 8.71% | ||
|
| ING Life INS & Annuity Co. |
| Class A: | 6,159,052.1960 |
| Class A: | 9.01% | ||
|
| Metlife Retirement Plans Group |
| Class A: | 4,172,296.9190 |
| Class A: | 6.10% | ||
|
| NFS LLC FEBO |
| Class A: | 3,546,575.0490 |
| Class A: | 5.19% | ||
|
| Edward Jones & Co. |
| Class B: | 238,898.0900 |
| Class B: | 10.01% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 222,247.6410 |
| Class B: | 9.31% | ||
|
| Citigroup Institutional Trust Co. Tr. |
| Class P: | 1,706,502.4780 |
| Class P: | 13.25% | ||
|
| ING National Trust DTD |
| Class P: | 1,735,280.6000 |
| Class P: | 13.48% | ||
B-14
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Small-Cap Value |
| Hartford Life Separate Account 401 |
| Class P: | 1,126,769.6170 |
| Class P: | 8.75% | ||
|
| Lord Abbett Alpha Series |
| Class Y: | 2,615,869.0010 |
| Class Y: | 9.30% | ||
|
| Texasaver Program |
| Class Y: | 2,104,250.4740 |
| Class Y: | 7.48% | ||
|
| State Street Bank & Trust Tr. |
| Class Y: | 1,668,447.2370 |
| Class Y: | 5.93% | ||
|
| The Vanguard Fiduciary Trust Co. |
| Class Y: | 2,229,247.4870 |
| Class Y: | 7.92% | ||
All Value Fund |
| Edward Jones & Co. |
| Class A: | 97,129,701.1030 4,964,927.6620 |
| Class A: | 58.51% | ||
|
| Citigroup Global Markets |
| Class B: | 2,296,510.5830 7,612,442.9350 |
| Class B: | 10.38% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class B: | 2,940,865.2630 14,010,255.5600 |
| Class B: | 13.30% | ||
|
| Hartford Life Separate Account 401 |
| Class P: | 843,136.6920 |
| Class P: | 26.62% | ||
|
| Citistreet Equities |
| Class P: | 192,465.4750 |
| Class P: | 6.08% | ||
|
| EmJay Corp. Cust. FBO |
| Class P: | 1,322,718.4530 |
| Class P: | 41.76% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 22,790.3140 |
| Class Y: | 7.71% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 24,308.1930 |
| Class Y: | 8.22% | ||
B-15
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Alpha Strategy |
| Edward Jones & Co. |
| Class A: | 2,858,521.9730 |
| Class A: | 34.77% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class A: | 541,603.8910 |
| Class A: | 6.59% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 191,637.5850 |
| Class B: | 9.01% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,605.0790 |
| Class Y: | 6.44% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,609.4340 |
| Class Y: | 6.45% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 3,295.4140 |
| Class Y: | 8.14% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 2,405.1120 |
| Class Y: | 5.94% | ||
International Core |
| Edward Jones & Co. |
| Class A: | 25,533,719.7040 1,091,318.5120 |
| Class A: | 60.96% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class A: | 2,362,495.8420 |
| Class A: | 5.64% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 350,488.4520 |
| Class B: | 10.60% | ||
|
| Lord Abbett & Co. LLC |
| Class P: | 1,028.8320 |
| Class P: | 24.31% | ||
|
| MG Trust Co. Cust. FBO |
| Class P: | 434.0110 |
| Class P: | 10.26% | ||
|
| Jack McDonald FBO |
| Class P: | 298.0200 |
| Class P: | 7.04% | ||
|
| MG Trust Co. Cust. FBO |
| Class P: | 2,316.2440 |
| Class P: | 54.73% | ||
B-16
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
International Core |
| Lord Abbett World Growth & |
| Class Y: | 3,815,784.8840 |
| Class Y: | 85.78% | ||
International Opportunities |
| Edward Jones & Co. |
| Class A: | 3,725,634.2170 |
| Class A: | 39.49% | ||
|
| Citigroup Global Markets Inc. |
| Class C: | 202,467.1760 |
| Class C: | 9.95% | ||
|
| J.P. Morgan Securities Inc. |
| Class P: | 17,445.9180 |
| Class P: | 18.72% | ||
|
| MG Trust Co. Cust. FBO |
| Class P: | 25,905.5550 |
| Class P: | 27.80% | ||
|
| J.P. Morgan Securities Inc. |
| Class P: | 25,374.7830 |
| Class P: | 27.23% | ||
|
| J.P. Morgan Securities Inc. |
| Class P: | 15,873.0160 |
| Class P: | 17.04% | ||
|
| Lord Abbett Alpha Series |
| Class Y: | 8,023,177.9430 |
| Class Y: | 96.72% | ||
Large-Cap Value |
| Edward Jones & Co. |
| Class A: | 804,441.0690 |
| Class A: | 56.28% | ||
|
| The Dow Foundation |
| Class A: | 119,217.0070 |
| Class A: | 8.34% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class B: | 47,764.1320 |
| Class B: | 23.01% | ||
|
| Lord Abbett & Co. LLC |
| Class P: | 1,059.2740 |
| Class P: | 100.00% | ||
|
| Liz Claiborne Foundation |
| Class Y: | 265,142.3090 |
| Class Y: | 12.34% | ||
|
| Bank of NY TTEE FBO Veba Life |
| Class Y: | 279,411.7650 |
| Class Y: | 13.00% | ||
|
| US Bank FBO |
| Class Y: | 224,369.1010 |
| Class Y: | 10.44% | ||
B-17
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Large-Cap Value |
| Wells Fargo Bank NA FBO |
| Class Y: | 844,143.5020 |
| Class Y: | 39.27% | ||
|
| Wells Fargo Bank NA FBO |
| Class Y: | 438,247.0120 |
| Class Y: | 20.39% | ||
Micro-Cap Growth |
| John J. Walsh |
| Class A: | 39,610.3630 |
| Class A: | 10.04% | ||
|
| Daniel E. Carper & Margaret A. |
| Class A: | 104,038.8730 |
| Class A: | 26.37% | ||
|
| Susan E. Lynch & Robert S. Dow Tr. |
| Class A: | 31,063.0840 |
| Class A: | 7.87% | ||
|
| Susan E. Lynch & Robert S. Dow Tr. |
| Class A: | 31,063.0840 |
| Class A: | 7.87% | ||
|
| Susan E. Lynch & Robert S. Dow Tr. |
| Class A: | 31,063.0840 |
| Class A: | 7.87% | ||
|
| The Dow Foundation |
| Class A: | 90,103.6100 |
| Class A: | 22.84% | ||
|
| Susan Lynch |
| Class A: | 24,910.5040 |
| Class A: | 6.31% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 10,282.0910 |
| Class Y: | 8.64% | ||
Micro-Cap Value |
| Diane G. Noelke |
| Class A: | 59,004.8620 |
| Class A: | 8.80% | ||
|
| John J. Walsh |
| Class A: | 45,025.4540 |
| Class A: | 6.71% | ||
|
| Daniel E. Carper & Margaret A. |
| Class A: | 205,044.8270 |
| Class A: | 30.58% | ||
B-18
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Micro-Cap Value |
| Robert S. Dow Tr. |
| Class A: | 48,975.8850 |
| Class A: | 7.30% | ||
|
| The Dow Foundation |
| Class A: | 85,032.5630 |
| Class A: | 12.68% | ||
|
| Susan Lynch |
| Class A: | 44,210.9540 |
| Class A: | 6.59% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 8,512.6260 |
| Class Y: | 6.42% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 6,851.9230 |
| Class Y: | 5.17% | ||
Value Opportunities |
| Edward Jones & Co. |
| Class A: | 934,961.0830 |
| Class A: | 22.33% | ||
|
| MLPF&S for the Sole Benefit of Its Customers |
| Class A: | 314,045.9220 |
| Class A: | 7.50% | ||
|
| Lord Abbett & Co. LLC |
| Class P: | 1,000.0000 |
| Class P: | 100.00% | ||
|
| Lord Abbett Diversified Equity |
| Class Y: | 33,283.4680 |
| Class Y: | 13.37% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 14,609.0580 |
| Class Y: | 5.87% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 17,762.9280 |
| Class Y: | 7.13% | ||
All Value Portfolio |
| Allstate Life Insurance Company |
|
| 893,668.2330 |
|
| 19.36% | ||
|
| Hartford Life Insurance Company |
|
| 272,773.0480 |
|
| 5.91% | ||
|
| Sun Life Financial — VA |
|
| 1,152,773.5070 |
|
| 24.98% | ||
|
| Hartford Life & Annuity |
|
| 1,998,771.2980 |
|
| 43.31% | ||
B-19
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
America’s Value Portfolio |
| Protective Life Insurance Co. |
|
| 324,565.9590 |
|
| 5.61% | ||
|
| Protective Life Insurance Co. |
|
| 3,758,884.1100 |
|
| 64.93% | ||
|
| Hartford Life & Annuity |
|
| 1,286,004.5810 |
|
| 22.21% | ||
Bond-Debenture Portfolio |
| Allstate Life Insurance Company |
|
| 2,444,816.7770 |
|
| 11.50% | ||
|
| Protective Life Insurance Co. |
|
| 10,095,563.6800 |
|
| 47.50% | ||
|
| Mony Life Insurance Co. of Amer. |
|
| 1,378,829.6230 |
|
| 6.49% | ||
|
| Hartford Life & Annuity |
|
| 2,469,285.1190 |
|
| 11.62% | ||
|
| Phoenix Home Life Variable |
|
| 1,282,945.0210 |
|
| 6.04% | ||
Growth & Income Portfolio |
| Sun Life Financial — VA |
|
| 8,901,501.6230 |
|
| 12.95% | ||
|
| ING Life Ins. & Annuity Co. |
|
| 8,638,341.1620 |
|
| 12.57% | ||
|
| Sun Life of Canada (US) |
|
| 6,242,553.1650 |
|
| 9.08% | ||
�� |
| AIG SunAmerica Life |
|
| 14,854,277.2830 |
|
| 21.61% | ||
|
| Protective Life Insurance Co. |
|
| 7,017,823.3650 |
|
| 10.21% | ||
B-20
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Growth & Income Portfolio |
| Hartford Life & Annuity |
|
| 3,973,157.5580 |
|
| 5.78% | ||
|
| Phoenix Home Life Variable |
|
| 4,161,271.1350 |
|
| 6.05% | ||
Growth Opportunities Portfolio |
| Allstate Life Insurance Company |
|
| 760,350.6990 |
|
| 12.64% | ||
|
| Protective Life Insurance Co. |
|
| 959,613.0210 |
|
| 15.95% | ||
|
| Sun Life Financial — VA |
|
| 3,617,880.4580 |
|
| 60.13% | ||
International Portfolio |
| Sun Life Assurance Company of Canada (US) |
|
| 593,452.4750 |
|
| 31.89% | ||
|
| Midlife National Life Ins. Co. |
|
| 526,506.6780 |
|
| 28.29% | ||
|
| Midlife National Life Ins. Co. |
|
| 138,936.6500 |
|
| 7.47% | ||
|
| Midland National Life Ins. Co. |
|
| 581,782.6500 |
|
| 31.26% | ||
Large-Cap Core Portfolio |
| Hartford Life Insurance Co. |
|
| 176,231.4420 |
|
| 17.98% | ||
|
| Hartford Life & Annuity |
|
| 783,969.6370 |
|
| 79.98% | ||
Mid-Cap Value Portfolio |
| Sun Life Financial — VA |
|
| 3,147,468.1450 |
|
| 5.54% | ||
|
| The Travelers Insurance Company |
|
| 3,828,120.2700 |
|
| 6.73% | ||
|
| The Travelers Life & Annuity Company |
|
| 2,931,230.5480 |
|
| 5.15% | ||
|
| ING Life Ins. & Annuity Co. |
|
| 12,530,856.2290 |
|
| 22.04% | ||
B-21
|
|
|
| Number of Shares Beneficially Owned | ||||||
Fund |
|
|
| Name and Address of |
| Number |
| Percent of Class | ||
Mid-Cap Value Portfolio |
| Sun Life Assurance Company of Canada (US) |
|
| 4,741,094.7790 |
|
| 8.34% | ||
|
| AIG SunAmerica Life |
|
| 11,810,868.9670 |
|
| 20.77% | ||
|
| Protective Life Insurance Co. |
|
| 6,754,903.9330 |
|
| 11.88% | ||
US Money Market |
| Edward Jones & Co. |
| Class A: | 20,064,695.8580 2,174,700.2860 1,086,413.1480 |
| Class A: | 6.12% | ||
|
| Lord Abbett & Co. LLC |
| Class A: | 33,515,303.1800 |
| Class A: | 10.23% | ||
|
| Lord Abbett Distributor LLC |
| Class A: | 37,371,063.9200 |
| Class A: | 11.40% | ||
|
| Citigroup Global Markets Inc. |
| Class B: | 3,827,086.7860 2,329,727.8700 |
| Class B: | 15.79% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 1,250,169.9600 |
| Class Y: | 15.87% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 508,120.4700 |
| Class Y: | 6.45% | ||
|
| Lord Abbett Profit Sharing Plan |
| Class Y: | 630,209.0300 |
| Class Y: | 8.00% | ||
|
| Lord Abbett & Company Profit |
| Class Y: | 405,888.7300 |
| Class Y: | 5.15% | ||
B-22
Exhibit C: Information Pertaining To Board Member Nominees
Table 1. Certain biographical and other information relating to each Board Member nominee who is an “interested person” of each Fund, as that term is defined in the Investment Company Act, is set forth below. Mr. Dow is an interested person of the Funds because he is the Managing Partner and Chief Executive Officer of Lord, Abbett & Co. LLC, each Fund’s investment adviser. Ms. Foster is an interested person of the Funds because she is a Partner and Director of Marketing and Client Service of Lord, Abbett & Co. LLC, each Fund’s investment adviser. For information as to term of office and length of time served on each Board, see Exhibit D.
Name, Address and |
|
|
| Current Position |
| Principal Occupation |
| Other Directorships |
Robert S. Dow* |
| Director/Trustee; Chairman |
| Managing Partner and Chief Executive Officer of Lord Abbett since 1996. |
| N/A | ||
Daria L. Foster** |
| Director/Trustee |
| Partner and Director of Marketing and Client Service of Lord Abbett since 1990. |
| N/A |
* Mr. Dow is currently a Trustee/Director of the fourteen Lord Abbett-sponsored funds, which consist of 55 portfolios or series.
** Ms. Foster is currently a Trustee/Director of thirteen of the Lord Abbett-sponsored funds, consisting of 54 portfolios or series, and is not a Trustee of Large-Cap Growth.
C-1
Table 2. Certain biographical and other information relating to the Board Member nominees who are not ‘‘interested persons’’ of each Fund, as that term is defined in the Investment Company Act, is set forth below. For information as to term of office and length of time served on each Board, see Exhibit D.
Name, Address and |
|
|
| Current Position |
| Principal Occupation |
| Other Directorships |
E. Thayer Bigelow* |
| Director/Trustee |
| Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998 - 2000); Acting Chief Executive Officer of Courtroom Television Network (1997 – 1998); President and Chief Executive Officer of Time Warner Cable Programming, Inc. (1991 – 1997). |
| Currently serves as director of Adelphia Communications, Inc.; Crane Co.; and Huttig Building Products Inc. | ||
William H.T. Bush* |
| Director/Trustee |
| Co-founder and Chairman of the Board of the financial advisory firm of Bush-O’Donnell & Company (since 1986). |
| Currently serves as director of WellPoint, Inc. (since 2002). | ||
Robert B. Calhoun, Jr.* |
| Director/Trustee |
| Managing Director of Monitor Clipper Partners (since 1997) and President of Clipper Asset Management Corp. (since 1991), both private equity investment funds. |
| Currently serves as director of Avondale, Inc. and Interstate Bakeries Corp. | ||
Julie A. Hill* |
| Director/Trustee |
| Owner and CEO of The Hill Company, a business consulting firm (since 1998); Founder, President and Owner of the Hiram-Hill and Hillsdale Development Company, a residential real estate development firm (1998 - 2000). |
| Currently serves as director of WellPoint, Inc.; Resources Connection Inc.; Holcim (US) Inc. (a subsidiary of Holcim Ltd.); and Lend Lease Corporation Limited. |
C-2
Name, Address and |
|
|
| Current Position |
| Principal Occupation |
| Other Directorships |
Franklin W. Hobbs* |
| Director/Trustee |
| Advisor of One Equity Partners, a private equity firm (since 2004), Chief Executive Officer of Houlihan Lokey Howard & Zukin, an investment bank (2002 - 2003); Chairman of Warburg Dillon Read, an investment bank (1999 - 2001); Global Head of Corporate Finance of SBC Warburg Dillon Read (1997 - 1999); Chief Executive Officer of Dillon, Read & Co. (1994 - 1997). |
| Currently serves as director of Molson Coors Brewing Company. | ||
Thomas J. Neff* |
| Director/Trustee |
| Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996); President of Spencer Stuart (1979-1996). |
| Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. | ||
James L.L. Tullis** |
| Director/Trustee |
| CEO of Tullis-Dickerson and Co. Inc, a venture capital management firm (since 1990). |
| Currently serves as director of Crane Co. (since 1998) and Viacell Inc. (since 2002). |
* Except for Mr. Tullis, each of the outside Board Members is currently a Trustee/Director of the fourteen Lord Abbett-sponsored funds, which consist of 55 portfolios or series.
** Mr. Tullis is currently a Trustee/Director of thirteen of the Lord Abbett-sponsored funds, consisting of 54 portfolios or series, and is not a Trustee of Large Cap Growth.
C-3
Exhibit D: Length of Service of Board Member Nominees
Set forth below is the year in which each current Board Member nominee became a Board Member of each Fund on whose Board he or she currently serves.
Fund |
|
|
| Dow** |
| Foster** |
| Bigelow |
| Bush |
| Calhoun |
| ||||||||||
Affiliated Fund |
|
| 1995 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Blend Trust |
|
| 2001 |
|
|
| 2006 |
|
|
| 2001 |
|
|
| 2001 |
|
|
| 2001 |
|
| ||
Bond-Debenture |
|
| 1989 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Developing Growth |
|
| 1995 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Global Fund |
|
| 1995 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Investment Trust |
|
| 1989 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Large-Cap Growth* |
|
| 1999 |
|
|
| N/A |
|
|
| 1999 |
|
|
| 1999 |
|
|
| 1999 |
|
| ||
Mid-Cap Value |
|
| 1995 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Municipal Fund |
|
| 1989 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Municipal Trust |
|
| 1991 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Research Fund |
|
| 1996 |
|
|
| 2006 |
|
|
| 1996 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Securities Trust |
|
| 1993 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
Series Fund |
|
| 1995 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
| ||
US Money Market |
|
| 1989 |
|
|
| 2006 |
|
|
| 1994 |
|
|
| 1998 |
|
|
| 1998 |
|
|
Fund |
|
|
| Hill |
| Hobbs |
| Neff |
| Tullis |
|
|
|
|
| ||||||
Affiliated Fund |
| 2004 |
|
| 2000 |
|
|
| 1982 |
|
|
| 2006 |
|
|
|
|
|
| ||
Blend Trust |
| 2004 |
|
| 2001 |
|
|
| 2001 |
|
|
| 2006 |
|
|
|
|
|
| ||
Bond-Debenture |
| 2004 |
|
| 2000 |
|
|
| 1982 |
|
|
| 2006 |
|
|
|
|
|
| ||
Developing Growth |
| 2004 |
|
| 2000 |
|
|
| 1982 |
|
|
| 2006 |
|
|
|
|
|
| ||
Global Fund |
| 2004 |
|
| 2000 |
|
|
| 1988 |
|
|
| 2006 |
|
|
|
|
|
| ||
Investment Trust |
| 2004 |
|
| 2000 |
|
|
| 1993 |
|
|
| 2006 |
|
|
|
|
|
| ||
Large-Cap Growth* |
| 2004 |
|
| 2000 |
|
|
| 1999 |
|
|
| N/A |
|
|
|
|
|
| ||
Mid-Cap Value |
| 2004 |
|
| 2000 |
|
|
| 1983 |
|
|
| 2006 |
|
|
|
|
|
| ||
Municipal Fund |
| 2004 |
|
| 2000 |
|
|
| 1982 |
|
|
| 2006 |
|
|
|
|
|
| ||
Municipal Trust |
| 2004 |
|
| 2000 |
|
|
| 1991 |
|
|
| 2006 |
|
|
|
|
|
| ||
Research Fund |
| 2004 |
|
| 2001 |
|
|
| 1992 |
|
|
| 2006 |
|
|
|
|
|
| ||
Securities Trust |
| 2004 |
|
| 2001 |
|
|
| 1993 |
|
|
| 2006 |
|
|
|
|
|
| ||
Series Fund |
| 2004 |
|
| 2001 |
|
|
| 1989 |
|
|
| 2006 |
|
|
|
|
|
| ||
US Money Market |
| 2004 |
|
| 2000 |
|
|
| 1982 |
|
|
| 2006 |
|
|
|
|
|
|
* Ms. Foster and Mr. Tullis currently do not serve on the Board of Large-Cap Growth.
** Mr. Dow and Ms. Foster are each an “interested person” of each Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act.
D-1
Exhibit E: Security Ownership of Management
Information relating to the beneficial share ownership of all classes of each Fund by the Board Member nominees as of October 2, 2006 is set forth in the chart below. The Funds’ Board Members and executive officers owned, as a group, less than 1% of the issued and outstanding Shares of all classes of each Fund.
Fund |
|
|
| Name of Beneficial Owner* |
| No. of Shares Held |
| ||||
Affiliated Fund |
|
| E. Thayer Bigelow |
|
|
| 8,252.795 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 31,034.063 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 6,473.869 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 106,540.718 |
|
| ||
Small-Cap Blend |
|
| Robert S. Dow |
|
|
| 139,524.769 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 14,014.319 |
|
| ||
Bond-Debenture |
|
| E. Thayer Bigelow |
|
|
| 12,749.779 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 27,712.73 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 930.418 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 36,131.146 |
|
| ||
Developing Growth |
|
| Daria L. Foster |
|
|
| 1,108.344 |
|
| ||
|
|
| E. Thayer Bigelow |
|
|
| 21.467 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 84,678.992 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 4,810.461 |
|
| ||
Global Equity |
|
| Robert S. Dow |
|
|
| 124,488.5 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 6,180.621 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,977.051 |
|
| ||
Global Income |
|
| Daria L. Foster |
|
|
| 2,196.193 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 35,106.67 |
|
| ||
Balanced Strategy |
|
| Thomas J. Neff |
|
|
| 607.093 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 156,287.934 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 5,054.76 |
|
| ||
Convertible Fund |
|
| Robert S. Dow |
|
|
| 164,775.226 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,663.894 |
|
| ||
Core Fixed Income |
|
| Robert S. Dow |
|
|
| 162,120.8 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,430.271 |
|
| ||
Diversified Equity Strategy |
|
| Robert S. Dow |
|
|
| 79,628.4 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 3,821.656 |
|
| ||
High Yield |
|
| Robert S. Dow |
|
|
| 35,999.81 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,879.699 |
|
| ||
Income Strategy |
|
| Robert S. Dow |
|
|
| 83,444.593 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 982.763 |
|
| ||
Limited Duration |
|
| Robert S. Dow |
|
|
| 400,180.297 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 3,504.673 |
|
|
E-1
Fund |
|
|
| Name of Beneficial Owner* |
| No. of Shares Held |
| ||||
Total Return |
|
| Robert S. Dow |
|
|
| 25,455.04 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,448.264 |
|
| ||
US Government Fund |
|
| Thomas J. Neff |
|
|
| 2,807.419 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 103,011.498 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 7,812.5 |
|
| ||
World Growth Strategy |
|
| Robert S. Dow |
|
|
| 94,280.327 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 3,400.392 |
|
| ||
Large-Cap Growth |
|
| Robert S. Dow |
|
|
| 273,847.601 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 29,505.267 |
|
| ||
Mid-Cap Value |
|
| E. Thayer Bigelow |
|
|
| 3,269.439 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 80,508.235 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 4,582.651 |
|
| ||
National Tax-Free |
|
| Thomas J. Neff |
|
|
| 417.316 |
|
| ||
NJ Tax-Free |
|
| Robert S. Dow |
|
|
| 21,239.255 |
|
| ||
NY Tax-Free |
|
| Daria L. Foster |
|
|
| 28,613.337 |
|
| ||
High Yield Municipal |
|
| Daria L. Foster |
|
|
| 72,959.234 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 6,953.624 |
|
| ||
America’s Value |
|
| Daria L. Foster |
|
|
| 22,648.238 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 122,857.608 |
|
| ||
Growth Opportunities |
|
| Robert S. Dow |
|
|
| 91,131.71 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 11,582.639 |
|
| ||
Large-Cap Core |
|
| Robert S. Dow |
|
|
| 54,034.71 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 11,760.24 |
|
| ||
|
|
| E. Thayer Bigelow |
|
|
| 8.366 |
|
| ||
Small-Cap Value |
|
| E. Thayer Bigelow |
|
|
| 4,693.323 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 79,620.41 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,710.456 |
|
| ||
All Value Fund |
|
| Robert S. Dow |
|
|
| 126,719.397 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 633.836 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 19,142.33 |
|
| ||
Alpha Strategy |
|
| E. Thayer Bigelow |
|
|
| 4,757.047 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 83,364.542 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,006.875 |
|
| ||
International Core |
|
| Robert S. Dow |
|
|
| 98,230.202 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 103,109.768 |
|
| ||
International Opportunities |
|
| Robert S. Dow |
|
|
| 95,673.348 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 8,453.085 |
|
| ||
Large-Cap Value |
|
| Robert S. Dow |
|
|
| 119,217.007 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 5,559.513 |
|
| ||
Micro-Cap Growth |
|
| Robert S. Dow |
|
|
| 92,310.416 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 4,418.262 |
|
|
E-2
Fund |
|
|
| Name of Beneficial Owner* |
| No. of Shares Held |
| ||||
Micro-Cap Value |
|
| Daria L. Foster |
|
|
| 2,139.801 |
|
| ||
|
|
| Robert Calhoun, Jr. |
|
|
| 14,924.637 |
|
| ||
|
|
| Robert S. Dow |
|
|
| 135,831.857 |
|
| ||
Value Opportunities |
|
| Robert S. Dow |
|
|
| 124,875.1 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 9,861.933 |
|
| ||
US Money Market |
|
| Robert S. Dow |
|
|
| 379,531.33 |
|
| ||
|
|
| Daria L. Foster |
|
|
| 1,397,618.61 |
|
| ||
|
|
| Thomas J. Neff |
|
|
| 2,876.91 |
|
|
* Mr. Dow and Ms. Foster are each an “interested person” of each Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act.
E-3
Exhibit F: Aggregate Dollar Range of Equity Ownership by Board Member Nominees in Each Fund and Other Lord Abbett-Sponsored Funds
The following table provides certain information on the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and the other Lord Abbett-sponsored funds as of October 2, 2006. The amounts shown include deferred compensation to the Board Members deemed invested in Fund shares. The amounts ultimately received by the Board Members under the deferred compensation plan will be directly linked to the investment performance of the Funds.
|
| Name of Board Member Nominee |
| ||||||||
Dollar Range of Equity |
|
|
| Dow* |
| Foster* |
| Bigelow |
| Bush |
|
Affiliated Fund |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| ||
Blend Trust |
|
|
|
|
|
|
|
|
| ||
Small-Cap Blend |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Bond-Debenture |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| $10,001-$50,000 |
| ||
Developing Growth |
| over $100,000 |
| $10,001-$50,000 |
| $10,001-$50,000 |
| $10,001-$50,000 |
| ||
Global Fund |
|
|
|
|
|
|
|
|
| ||
Global Equity |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Global Income |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Investment Trust |
|
|
|
|
|
|
|
|
| ||
Balanced Strategy |
| over $100,000 |
| $50,001-$100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Convertible Fund |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Core Fixed Income |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Diversified Equity Strategy |
| over $100,000 |
| $50,001-$100,000 |
| none |
| $1-$10,000 |
| ||
High Yield |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Income Strategy |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Limited Duration |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Total Return |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
US Government Fund |
| over $100,000 |
| $10,001-$50,000 |
| over $100,000 |
| $10,001-$50,000 |
| ||
World Growth Strategy |
| over $100,000 |
| $50,001-$100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Growth |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Mid-Cap Value |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| $10,001-$50,000 |
| ||
Municipal Fund |
|
|
|
|
|
|
|
|
| ||
CA Tax-Free |
| none |
| none |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
CT Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
HI Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
MN Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
MO Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
National Tax-Free |
| none |
| none |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
NJ Tax-Free |
| over $100,000 |
| none |
| $1-$1,000 |
| $1-$10,000 |
| ||
NY Tax-Free |
| none |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
TX Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
WA Tax-Free |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Municipal Trust |
|
|
|
|
|
|
|
|
| ||
Florida Series |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Georgia Series |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
High Yield Municipal |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Insured Intermediate |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Michigan Series |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Pennsylvania Series |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Research Fund |
|
|
|
|
|
|
|
|
| ||
America’s Value |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Growth Opportunities |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Core |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Small-Cap Value |
| over $100,000 |
| $50,001-$100,000 |
| over $100,000 |
| $10,001-$50,000 |
| ||
F-1
|
| Name of Board Member Nominee |
| ||||||||
Dollar Range of Equity |
|
|
| Dow* |
| Foster* |
| Bigelow |
| Bush |
|
Securities Trust |
|
|
|
|
|
|
|
|
| ||
All Value Fund |
| over $100,000 |
| over $100,000 |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Alpha Strategy |
| over $100,000 |
| $10,001-$50,000 |
| over $100,000 |
| $1-$10,000 |
| ||
International Core |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Opportunities |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Value |
| over $100,000 |
| $50,001-$100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Growth |
| over $100,000 |
| $50,001-$100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Value |
| over $100,000 |
| $50,001-$100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Value Opportunities |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Series Fund |
|
|
|
|
|
|
|
|
| ||
All Value Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
America’s Value Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Bond-Debenture Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Growth and Income Portfolio |
| none |
| none |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Growth Opportunities |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Core Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
Mid-Cap Value Portfolio |
| none |
| none |
| $1-$10,000 |
| $1-$10,000 |
| ||
US Money Market |
| over $100,000 |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Aggregate Dollar Range of Equity Securities in all Lord Abbett-Sponsored Funds |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| ||
* Mr. Dow and Ms. Foster are each an “interested person” of each Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act.
|
| Name of Board Member Nominee |
| ||||||
Dollar Range of Equity |
|
|
| Calhoun |
| Hill |
| Hobbs |
|
Affiliated Fund |
| over $100,000 |
| $50,001-$100,000 |
| over $100,000 |
| ||
Blend Trust |
|
|
|
|
|
|
| ||
Small-Cap Blend |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Bond-Debenture |
| over $100,000 |
| $10,001-$50,000 |
| over $100,000 |
| ||
Developing Growth |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
Global Fund |
|
|
|
|
|
|
| ||
Global Equity |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Global Income |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Investment Trust |
|
|
|
|
|
|
| ||
Balanced Strategy |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Convertible Fund |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Core Fixed Income |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Diversified Equity Strategy |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
High Yield |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Income Strategy |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Limited Duration |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Total Return |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
US Government Fund |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
World Growth Strategy |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Growth |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Mid-Cap Value |
| over $100,000 |
| $10,001-$50,000 |
| over $100,000 |
| ||
Municipal Fund |
|
|
|
|
|
|
| ||
CA Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
CT Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
HI Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
F-2
|
| Name of Board Member Nominee |
| ||||||
Dollar Range of Equity |
|
|
| Calhoun |
| Hill |
| Hobbs |
|
MN Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
MO Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
National Tax-Free |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
NJ Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
NY Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
TX Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
WA Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Municipal Income Trust |
|
|
|
|
|
|
| ||
Florida Series |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Georgia Series |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
High Yield Municipal |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Insured Intermediate |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Michigan Series |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Pennsylvania Series |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Research Fund |
|
|
|
|
|
|
| ||
America’s Value |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Growth Opportunities |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
Large-Cap Core |
| $10,001-$50,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Small-Cap Value |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
Securities Trust |
|
|
|
|
|
|
| ||
All Value Fund |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
Alpha Strategy |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Core |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Value |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Growth |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Value |
| over $100,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Value Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Series Fund |
|
|
|
|
|
|
| ||
All Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
America’s Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| |||
Growth and Income Portfolio |
| $10,001-$50,000 |
| $1-$10,000 |
| $10,001-$50,000 |
| ||
Growth Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Portfolio |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Core Portfolio |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Mid-Cap Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
US Money Market |
| $1-$10,000 |
| $1-$10,000 |
| $1-$10,000 |
| ||
Aggregate Dollar Range of Equity Securities in all Lord Abbett-Sponsored Funds |
| over $100,000 |
| over $100,000 |
| over $100,000 |
| ||
F-3
|
| Name of Board Member Nominee |
| ||||
Dollar Range of Equity |
|
|
| Neff |
| Tullis |
|
Affiliated Fund |
| over $100,000 |
| $10,001-$50,000 |
| ||
Blend Trust |
|
|
|
|
| ||
Small-Cap Blend |
| $1-$10,000 |
| $1-$10,000 |
| ||
Bond-Debenture |
| over $100,000 |
| $1-$10,000 |
| ||
Developing Growth |
| over $100,000 |
| $1-$10,000 |
| ||
Global Fund |
|
|
|
|
| ||
Global Equity |
| $1-$10,000 |
| $1-$10,000 |
| ||
Global Income |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Investment Trust |
|
|
|
|
| ||
Balanced Strategy |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Convertible Fund |
| $1-$10,000 |
| $1-$10,000 |
| ||
Core Fixed Income |
| $1-$10,000 |
| $1-$10,000 |
| ||
Diversified Equity Strategy |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
High Yield |
| $1-$10,000 |
| $1-$10,000 |
| ||
Income Strategy |
| $1-$10,000 |
| $1-$10,000 |
| ||
Limited Duration |
| $1-$10,000 |
| $1-$10,000 |
| ||
Total Return |
| $1-$10,000 |
| $1-$10,000 |
| ||
US Government Fund |
| over $100,000 |
| $1-$10,000 |
| ||
World Growth Strategy |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Growth |
| $1-$10,000 |
| $1-$10,000 |
| ||
Mid-Cap Value |
| over $100,000 |
| $1-$10,000 |
| ||
Municipal Fund |
|
|
|
|
| ||
CA Tax-Free |
| $50,001-$100,000 |
| $1-$10,000 |
| ||
CT Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
HI Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
MN Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
MO Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
National Tax-Free |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
NJ Tax-Free |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
NY Tax-Free |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
TX Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
WA Tax-Free |
| $1-$10,000 |
| $1-$10,000 |
| ||
Municipal Income Trust |
|
|
|
|
| ||
Florida Series |
| $1-$10,000 |
| $1-$10,000 |
| ||
Georgia Series |
| $1-$10,000 |
| $1-$10,000 |
| ||
High Yield Municipal |
| $1-$10,000 |
| $1-$10,000 |
| ||
Insured Intermediate |
| $1-$10,000 |
| $1-$10,000 |
| ||
Michigan Series |
| $1-$10,000 |
| $1-$10,000 |
| ||
Pennsylvania Series |
| $1-$10,000 |
| $1-$10,000 |
| ||
Research Fund |
|
|
|
|
| ||
America’s Value |
| $1-$10,000 |
| $1-$10,000 |
| ||
Growth Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Core |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Small-Cap Value |
| $10,001-$50,000 |
| $1-$10,000 |
| ||
Securities Trust |
|
|
|
|
| ||
All Value Fund |
| $50,001-$100,000 |
| $1-$10,000 |
| ||
Alpha Strategy |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Core |
| $1-$10,000 |
| $1-$10,000 |
| ||
International Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| ||
Large-Cap Value |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Growth |
| $1-$10,000 |
| $1-$10,000 |
| ||
Micro-Cap Value |
| $1-$10,000 |
| $1-$10,000 |
| ||
Value Opportunities |
| $1-$10,000 |
| $1-$10,000 |
| ||
F-4
Series Fund |
|
|
|
|
|
All Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
America’s Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
Bond Debenture Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
Growth and Income Portfolio |
| $10,001-$50,000 |
| $1-$10,000 |
|
Growth Opportunities Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
International Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
Large-Cap Core Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
Mid-Cap Value Portfolio |
| $1-$10,000 |
| $1-$10,000 |
|
US Money Market |
| $10,001-$50,000 |
| $1-$10,000 |
|
Aggregate Dollar Range of Equity Securities in all Lord Abbett-Sponsored Funds |
| over $100,000 |
| $50,001-$100,000 |
|
F-5
Exhibit G: Board and Committee Meetings
Set forth in the table below is information regarding meetings of the Board and standing committees held during each Fund’s most recently completed fiscal year.
|
|
|
| Number of Meetings During Last Fiscal Year |
| ||||||||||||||||||
Fund |
|
|
| Board of |
| Audit |
| Proxy |
| Nominating and |
| Contracts |
| ||||||||||
Affiliated Fund |
|
| 9 |
|
|
| 4 |
|
|
| 6 |
|
|
| 4 |
|
|
| 0 | * |
| ||
Blend Trust |
|
| 9 |
|
|
| 5 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Bond-Debenture |
|
| 9 |
|
|
| 3 |
|
|
| 5 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Developing Growth |
|
| 9 |
|
|
| 5 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Global Fund |
|
| 10 |
|
|
| 3 |
|
|
| 5 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Investment Trust |
|
| 10 |
|
|
| 4 |
|
|
| 5 |
|
|
| 5 |
|
|
| 0 | * |
| ||
Large-Cap Growth |
|
| 9 |
|
|
| 5 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Mid-Cap Value |
|
| 9 |
|
|
| 3 |
|
|
| 5 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Municipal Fund |
|
| 9 |
|
|
| 5 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Municipal Trust |
|
| 9 |
|
|
| 5 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
| ||
Research Fund |
|
| 9 |
|
|
| 4 |
|
|
| 5 |
|
|
| 5 |
|
|
| 0 | * |
| ||
Securities Trust |
|
| 9 |
|
|
| 4 |
|
|
| 6 |
|
|
| 4 |
|
|
| 0 | * |
| ||
Series Fund |
|
| 9 |
|
|
| 3 |
|
|
| 5 |
|
|
| 5 |
|
|
| 1 |
|
| ||
US Money Market |
|
| 9 |
|
|
| 4 |
|
|
| 2 |
|
|
| 5 |
|
|
| 1 |
|
|
* Although the Contracts Committee did not hold any formal meetings during the last fiscal year, members of the Committee conducted inquiries into the portfolio management approach and results of Lord Abbett, and reported the results of those inquiries to the Nominating and Governance Committee.
G-1
Exhibit H:
Table 1. Compensation of Independent Board Members Paid by Each Fund
Set forth in the table below is information regarding compensation for serving as a Board Member accrued by each Fund to the independent Board Members during each Fund’s most recently completed fiscal year.
Outside Board Member fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett-sponsored funds based on the net assets of each Fund. A portion of the fees payable by each Fund to its outside Board Members may be deferred at the option of a Board Member under an equity-based plan (the ‘‘equity-based plan’’) that deems the deferred amounts to be invested in shares of a Fund for later distribution to the Board Member. In addition, $25,000 of each outside Board Member’s retainer must be deferred and is deemed invested in shares of the Funds under the equity-based plan. The amounts ultimately received by the Directors under the deferred compensation plan will be directly linked to the investment performance of the Funds. The annual retainer for service as an Independent Director is $125,000, which is required to be deferred into the Directors’ Equity Based Plan. The compensation of the Lead Independent Director is $10,000 per year, while the compensation of the Chairperson of the Audit Committee is $20,000 annually. The annual retainer for service on the Contracts Committee is $20,000. The fee for in-person attendance at Board Meetings is $4,000 per meeting. The attendance fee for a telephonic Board or Committee meeting is one-half the in-person meeting fee. No fee is paid for attending a special meeting regarding the declaration of dividends as to which less than one-third of all Independent Directors are present. Mr. Dow and Ms. Foster are not compensated for serving as Board Members to the Funds.
Fund |
|
|
| Bigelow |
| Bush |
| Calhoun |
| Hill |
| ||||||||
Affiliated Fund |
|
| $ | 55,502 |
|
| $ | 55,511 |
|
| $ | 60,481 |
|
| $ | 56,073 |
| ||
Blend Trust |
|
| $ | 1,054 |
|
| $ | 1,162 |
|
| $ | 1,336 |
|
| $ | 1,163 |
| ||
Bond-Debenture |
|
| $ | 23,099 |
|
| $ | 23,688 |
|
| $ | 25,575 |
|
| $ | 23,822 |
| ||
Developing Growth |
|
| $ | 2,739 |
|
| $ | 2,672 |
|
| $ | 3,119 |
|
| $ | 2,650 |
| ||
Global Fund |
|
| $ | 502 |
|
| $ | 489 |
|
| $ | 473 |
|
| $ | 480 |
| ||
Investment Trust |
|
| $ | 10,855 |
|
| $ | 10,700 |
|
| $ | 8,819 |
|
| $ | 10,049 |
| ||
Large-Cap Growth |
|
| $ | 533 |
|
| $ | 517 |
|
| $ | 599 |
|
| $ | 531 |
| ||
Mid-Cap Value |
|
| $ | 26,560 |
|
| $ | 27,421 |
|
| $ | 33,326 |
|
| $ | 27,759 |
| ||
Municipal Fund |
|
| $ | 5,430 |
|
| $ | 5,122 |
|
| 5,572 |
|
| $ | 5,223 |
| |||
Municipal Trust |
|
| $ | 3,449 |
|
| $ | 3,251 |
|
| $ | 3,656 |
|
| $ | 3,321 |
| ||
Research Fund |
|
| $ | 10,232 |
|
| $ | 11,075 |
|
| $ | 13,646 |
|
| $ | 11,485 |
| ||
Securities Trust |
|
| $ | 7,358 |
|
| $ | 7,478 |
|
| $ | 8,852 |
|
| $ | 7,672 |
| ||
Series Fund |
|
| $ | 6,711 |
|
| $ | 6,942 |
|
| $ | 8,555 |
|
| $ | 7,054 |
| ||
US Money Market |
|
| $ | 1,067 |
|
| $ | 1,028 |
|
| $ | 1,167 |
|
| $ | 1,008 |
|
H-1
Fund |
|
|
| Hobbs |
| MacDonald* |
| Neff |
| Tullis** |
| ||||||||
Affiliated Fund |
| $ | 54,525 |
|
| $ | 58,695 |
|
| $ | 53,514 |
|
| $ | -0- |
|
| ||
Blend Trust |
| $ | 1,154 |
|
| $ | 855 |
|
| $ | 3,362 |
|
| $ | 1,901 |
|
| ||
Bond-Debenture |
| $ | 26,669 |
|
| $ | 24,941 |
|
| $ | 23,346 |
|
| $ | -0- |
|
| ||
Developing Growth |
| $ | 2,783 |
|
| $ | 1,664 |
|
| $ | 2,601 |
|
| $ | 1,164 |
|
| ||
Global Fund |
| $ | 414 |
|
| $ | 527 |
|
| $ | 396 |
|
| $ | -0- |
|
| ||
Investment Trust |
| $ | 8,002 |
|
| $ | 9,177 |
|
| $ | 7,537 |
|
| $ | -0- |
|
| ||
Large-Cap Growth |
| $ | 501 |
|
| $ | 275 |
|
| $ | 502 |
|
| $ | 272 |
|
| ||
Mid-Cap Value |
| $ | 29,170 |
|
| $ | 28,759 |
|
| $ | 27,858 |
|
| $ | -0- |
|
| ||
Municipal Fund |
| $ | 5,217 |
|
| $ | 2,644 |
|
| $ | 4,865 |
|
| $ | 2,844 |
|
| ||
Municipal Trust |
| $ | 3,332 |
|
| $ | 1,418 |
|
| $ | 3,138 |
|
| $ | 2,025 |
|
| ||
Research Fund |
| $ | 12,419 |
|
| $ | 11,015 |
|
| $ | 11,665 |
|
| $ | -0- |
|
| ||
Securities Trust |
| $ | 7,944 |
|
| $ | 7,838 |
|
| $ | 7,775 |
|
| $ | -0- |
|
| ||
Series Fund |
| $ | 7,495 |
|
| $ | 7,266 |
|
| $ | 7,139 |
|
| $ | -0- |
|
| ||
US Money Market |
| $ | 1,041 |
|
| $ | 772 |
|
| $ | 994 |
|
| $ | 362 |
|
|
* Mr. MacDonald retired from the Funds’ Boards effective March 31, 2006.
** Mr. Tullis was elected to thirteen of the fourteen Lord Abbett-sponsored funds, effective March 23, 2006. Mr. Tullis did not receive any compensation during the Affiliated Fund’s, Securities Trust’s, Investment Trust’s, Research Fund’s, Bond-Debenture Fund’s, Global Fund’s, Mid-Cap Value Fund’s, or Series Fund’s most recently completed fiscal year.
Table 2. Aggregate Compensation Paid to Board Members by All Lord Abbett-Sponsored Funds
Set forth in the first column of the table below is information regarding the aggregate compensation paid by all fourteen Lord Abbett-sponsored funds to the non-affiliated Board Members for the year ended December 31, 2005. The fees listed below include Board Member fees and attendance fees for board and committee meetings and fees Board Members have chosen to defer under the deferred compensation plan. Of the amounts shown in the first column, the total deferred compensation is indicated in the second column.
|
| Aggregate Compensation |
| Deferred Compensation |
| ||||||||
Name |
|
|
| Funds |
| Funds |
| ||||||
E. Thayer Bigelow |
|
| $ | 154,750 |
|
|
| $ | 25,000 |
|
| ||
William H.T. Bush |
|
| $ | 157,750 |
|
|
| $ | 39,000 |
|
| ||
Robert B. Calhoun, Jr. |
|
| $ | 179,750 |
|
|
| $ | 179,750 |
|
| ||
Julie A. Hill |
|
| $ | 157,750 |
|
|
| $ | 74,500 |
|
| ||
Franklin W. Hobbs |
|
| $ | 157,750 |
|
|
| $ | 157,750 |
|
| ||
C. Alan MacDonald* |
|
| $ | 166,125 |
|
|
| $ | 25,000 |
|
| ||
Thomas J. Neff |
|
| $ | 150,750 |
|
|
| $ | 150,750 |
|
| ||
* Mr. MacDonald retired effective March 31, 2006.
H-2
Exhibit I: Information Pertaining to Officers of the Funds
Certain biographical and other information relating to the officers of each Fund is set forth below. None of the officers listed below receives compensation from any Fund.
Name, Address* and |
|
|
| Position with Fund |
| Length of |
| Principal Occupation |
Robert S. Dow* |
| Chief Executive |
| Elected in |
| Managing Partner and Chief Executive Officer of Lord Abbett since 1996. | ||
Daria L. Foster* |
| President |
| Elected in |
| Partner and Director of Marketing and Client Service of Lord Abbett since 1990. | ||
Bruce L. Bartlett* |
| Executive Vice |
| Elected in |
| Partner, Investment Manager and Director of Growth Equity Investments; joined Lord Abbett in 2005; formerly Director of Growth Equities, Senior Vice President and Portfolio Manager at Oppenheimer Funds Inc. | ||
Sholom Dinsky* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 2000. | ||
Philip P. Fang* |
| Executive Vice |
| Elected in |
| Investment Manager, joined Lord Abbett in 1991. | ||
Robert P. Fetch* |
| Executive Vice |
| Elected in |
| Partner and Senior Investment Manager, joined Lord Abbett in 1995. | ||
Daniel H. Frascarelli* |
| Executive Vice |
| Elected in |
| Partner and Director of Large Cap Core Equity, joined Lord Abbett in 1990. | ||
Kenneth G. Fuller* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 2002; formely Portfolio Manager and Senior Vice President at Pioneer Investment Management, Inc. |
I-1
Name, Address* and |
|
|
| Position with Fund |
| Length of |
| Principal Occupation |
Robert I. Gerber* |
| Executive Vice |
| Elected in |
| Partner and Director of Taxable Fixed Income Management, joined Lord Abbett in 1997. | ||
Michael S. Goldstein* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 1997. | ||
Howard E. Hansen* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 1995. | ||
Gerard S. E. Heffernan*, Jr. |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 1998. | ||
Todd D. Jacobson* |
| Executive Vice |
| Elected in |
| Investment Manager, joined Lord Abbett in 2003; formerly Director and Portfolio Manager at Warburg Pincus Asset Management and Credit Suisse Asset Management (2002 – 2003); prior thereto Associate Portfolio Manager of Credit Suisse Asset Management. | ||
Maren Lindstrom* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 2000. | ||
Steven McBoyle* |
| Executive Vice |
| Elected in |
| Partner and Senior Investment Manager, joined Lord Abbett in 2001; formerly Vice President, Mergers and Acquisitions, at Morgan Stanley. |
I-2
Name, Address* and |
|
|
| Position with Fund |
| Length of |
| Principal Occupation |
Vincent J. McBride* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 2003; formerly Managing Director and Portfolio Manager at Warburg Pincus Asset Management and Credit Suisse Asset Management. | ||
Robert G. Morris* |
| Executive Vice |
| Elected in |
| Partner and Chief Investment Officer, joined Lord Abbett in 1991. | ||
F. Thomas O’Halloran* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager, joined Lord Abbett in 2001; formerly Executive Director/Senior Research Analyst at Dillon Read/UBS Warburg. | ||
Frederick Ruvkun* |
| Executive Vice |
| Elected in |
| Investment Manager, joined Lord Abbett in 2006; formerly served as Managing Director and Leader of the Small Cap Growth Team and a Portfolio Manager of SMID Cap Growth Assets at J & W Seligman & Company. | ||
Eli M. Salzmann* |
| Executive Vice |
| Elected in |
| Partner and Director of Institutional Equity Investments; joined Lord Abbett in 1997. |
I-3
Name, Address* and |
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| Position with Fund |
| Length of |
| Principal Occupation |
Harold E. Sharon* |
| Executive Vice |
| Elected in |
| Partner, Investment Manager and Director of International Core Equity Investments; joined Lord Abbett in 2003; formerly Financial Industry Consultant for venture capitalist (2001 – 2003); prior thereto Managing Director of Warburg Pincus Asset Management and Credit Suisse Asset Management. | ||
Michael T. Smith* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager; joined Lord Abbett in 1997. | ||
Daniel S. Solender* |
| Executive Vice |
| Elected in |
| Director of Municipal Bond Management; joined Lord Abbett in 2006; formerly served as a Vice President and Portfolio Manager at Nuveen Investments from 1991 to 1993 and 2003 to 2006; prior thereto he served as a Principal and Portfolio Manager at Vanguard Group from 1999 to 2003. | ||
Christopher J. Towle* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager; joined Lord Abbett in 1987. | ||
Edward K. von der Linde* |
| Executive Vice |
| Elected in |
| Partner and Investment Manager; joined Lord Abbett in 1988. | ||
Yarek Aranowicz* |
| Vice President |
| Elected in |
| Investment Manager; joined Lord Abbett in 2003; formerly Vice President, Head of Global Emerging Markets Funds of Warburg Pincus Asset Management and Credit Suisse Asset Management. | ||
Eileen K. Banko* |
| Vice President |
| Elected in |
| Equity Analyst; joined Lord Abbett in 1990. |
I-4
Name, Address* and |
|
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| Position with Fund |
| Length of |
| Principal Occupation |
James Bernaiche* |
| Chief Compliance |
| Elected in |
| Chief Compliance Officer; joined Lord Abbett in 2001; formerly Vice President and Chief Compliance Officer with Credit Suisse Asset Management. | ||
Joan A. Binstock* |
| Chief Financial |
| Elected in |
| Partner and Chief Operations Officer, joined Lord Abbett in 1999. | ||
David G. Builder* |
| Vice President |
| Elected in |
| Equity Analyst; joined Lord Abbett in 1998. | ||
Evan B. Carpenter* |
| Vice President |
| Elected in |
| Research Analyst, joined Lord Abbett in 2003; prior thereto he served as an Equity Research Analyst at Gabelli Asset Management (2000-2003). | ||
John K. Forst* |
| Vice President and |
| Elected in |
| Deputy General Counsel; joined Lord Abbett in 2004; prior thereto Managing Director and Associate General Counsel at New York Life Investment Management LLC | ||
Ellen G. Itskovitz* |
| Vice President |
| Elected in |
| Partner and Senior Research Analyst; joined Lord Abbett in 1998. | ||
Lawrence H. Kaplan* |
| Vice President and |
| Elected in |
| Partner and General Counsel; joined Lord Abbett in 1997. | ||
Jerald Lanzotti* |
| Executive Vice President |
| Elected in |
| Partner and Investment Manager; joined Lord Abbett in 1996. | ||
Robert A. Lee* |
| Vice President |
| Elected in |
| Partner and Investment Manager; joined Lord Abbett in 1997. |
I-5
Name, Address* and |
|
|
| Position with Fund |
| Length of |
| Principal Occupation |
A. Edward Oberhaus, III* |
| Vice President |
| Elected in |
| Partner and Manager of Equity Trading; joined Lord Abbett in 1983. | ||
Charles P. Massare* |
| Vice President |
| Elected in |
| Partner and Director of Quantitative Research & Risk Management; joined Lord Abbett in 1998. | ||
Todor Petrov* |
| Vice President |
| Elected in |
| Investment Manager; joined Lord Abbett in 2003; formerly Associate Portfolio Manager of Credit Suisse Asset Management. | ||
Walter H. Prahl* |
| Vice President |
| Elected in |
| Partner and Director of Quantitative Research, Taxable Fixed Income; joined Lord Abbett in 1997. | ||
Christina T. Simmons* |
| Vice President and |
| Elected in |
| Assistant General Counsel; joined Lord Abbett in 1999. | ||
Peter Scott Smith* |
| Executive Vice President |
| Elected in |
| Investment Manager; joined Lord Abbett in 1992. | ||
Roselia St. Louis* |
| Vice President |
| Elected in |
| Investment Manager; joined Lord Abbett in 2000. | ||
Paul J. Volovich* |
| Vice President |
| Elected in |
| Investment Manager; joined Lord Abbett in 1997. | ||
Bernard J. Grzelak* |
| Treasurer |
| Elected in |
| Director of Fund Administration, joined Lord Abbett in 2003; formerly Vice President, Lazard Asset Management LLC. |
* The address of each officer listed above is: 90 Hudson Street, Jersey City, New Jersey 07302.
I-6
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Consolidated Proxy Ballot | |||||
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| This EzVote Consolidated Proxy covers all of your accounts registered to the same Social Security or Tax I.D. number at this address. By voting and signing this consolidated proxy ballot, you are voting all of the affected accounts in the same manner. If you desire to vote each of your accounts separately, use the individual ballots on the reverse side of this card. | ||||||
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THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES/DIRECTORS | |||||||
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The undersigned hereby appoints ROBERT S. DOW and LAWRENCE H. KAPLAN and each of them as proxies, with full power of substitution, to vote (according to the numbers of votes which the undersigned would be entitled to cast if then personally present) at a meeting of the shareholders of the “Funds” on December 18, 2006, including all adjournments, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting. | |||||||
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IF VOTING THE CONSOLIDATED PROXY BALLOT DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS | |||||||
YOU MAY VOTE IN ANY ONE OF FOUR WAYS:
(1) VIA THE INTERNET (2) BY TELEPHONE (3) BY MAIL USING THIS BALLOT (4) IN PERSON AT THE MEETING
We encourage you to vote by Internet or telephone. These voting methods will save your Fund a good deal of money otherwise expended on postage. Regardless of the method you choose, however, please take the time to read the full text of the Proxy Statement before voting.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY!
| VOTING ON THE INTERNET |
| VOTING BY PHONE |
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| • Read the Proxy Statement and have the Consolidated Proxy Ballot at hand • Log on to www.proxyweb.com • Follow the on-screen instructions |
| • Read the Proxy Statement and have the Consolidated • Call toll-free 1-888-221-0697 • Follow the recorded instructions |
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| If you vote by Telephone or Internet, please do not mail your card. |
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| INDIVIDUAL BALLOTS |
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| On the reverse side of this form (and on accompanying pages, if necessary) you will find individual ballots, one for each of your accounts. If you would wish to vote each of these accounts separately, sign in the signature box below, mark each individual ballot to indicate your vote, detach the form at the perforation above and return the individual ballots portion only. |
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| NOTE: If you choose to vote each Individual Ballot separately, do not return the Consolidated Proxy Ballot above. |
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Consolidated Proxy Card |
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| Please fill in box as shown using black or blue ink or number 2 pencil. x | |||||||||
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| PLEASE DO NOT USE FINE POINT PENS. | ||||||||
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE VOTED IN ACCORDANCE WITH ANY SPECIFICATION MADE; IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR THE NOMINEES LISTED AND ANY OTHER MATTERS AS DEEMED APPROPRIATE. | ||||||||||
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PROPOSAL: |
| FOR | WITHHOLD | FOR ALL | ||||||
1. | TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES/DIRECTORS: |
| ALL | ALL | EXCEPT* | |||||
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| (01) E. Thayer Bigelow | (04) Robert S. Dow | (07) Franklin W. Hobbs |
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| (02) William H.T. Bush | (05) Daria L. Foster | (08) Thomas J. Neff |
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| (03) Robert B. Calhoun, Jr. | (06) Julie A. Hill | (09) James L.L. Tullis |
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* TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) BELOW: |
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PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. | |||||
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IF VOTING THE CONSOLIDATED PROXY BALLOT DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS |
INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW.
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| JOHN Q. PUBLIC | ||||||||||||
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| ANYTOWN, MA 02030 | 999 999 999 999 99 |
| ANYTOWN, MA 02030 | 999 999 999 999 99 | ||||||||||
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| FOR | WITHHOLD | FOR ALL |
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| FOR | WITHHOLD | FOR ALL | ||||||
1. | ELECTION OF TRUSTEES/DIRECTORS | ALL | ALL | EXCEPT* | 1. | ELECTION OF TRUSTEES/DIRECTORS | ALL | ALL | EXCEPT* | ||||||
| (See Instructions and Nominee list on | o | o | o |
| (See Instructions and Nominee list on | o | o | o | ||||||
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| JOHN Q. PUBLIC | ||||||||||||
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| ANYTOWN, MA 02030 | 999 999 999 999 99 |
| ANYTOWN, MA 02030 | 999 999 999 999 99 | ||||||||||
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| FUND NAME PRINTS HERE | ||||||||||||
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| FOR | WITHHOLD | FOR ALL |
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| FOR | WITHHOLD | FOR ALL | ||||||
1. | ELECTION OF TRUSTEES/DIRECTORS | ALL | ALL | EXCEPT* | 1. | ELECTION OF TRUSTEES/DIRECTORS | ALL | ALL | EXCEPT* | ||||||
| (See Instructions and Nominee list on | o | o | o |
| (See Instructions and Nominee list on | o | o | o | ||||||
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| * EXCEPT |
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| * EXCEPT |
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| YOU MAY VOTE IN ANY ONE OF FOUR WAYS: | |||||||||
| (1) VIA THE INTERNET (2) BY TELEPHONE (3) BY MAIL USING THIS BALLOT (4) IN PERSON AT THE MEETING We encourage you to vote by Internet or telephone. These voting methods will save your Fund a good deal of money otherwise expended on postage. Regardless of the method you choose, however, please take the time to read the full text of the Proxy Statement before voting. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY! | |||||||||
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| VOTING ON THE INTERNET |
| VOTING BY PHONE | ||||||
999 999 999 999 99 |
| • Read the Proxy Statement and have the Consolidated Proxy Ballot at hand |
| • Read the Proxy Statement and have the Consolidated Proxy Ballot at hand | ||||||
| • Log on to www.proxyweb.com |
| • Call toll-free 1-888-221-0697 | |||||||
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| • Follow the on-screen instructions |
| • Follow the recorded instructions | ||||||
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| If you vote by Telephone or Internet, please do not mail your card. | ||||||||
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FUND NAME PRINTS HERE |
| THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES/DIRECTORS | ||||||||
FUND NAME PRINTS HERE |
| OF THE LORD ABBETT-SPONSORED FUNDS | ||||||||
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| LISTED IN THE ACCOMPANYING COMBINED PROXY STATEMENT (“THE FUNDS”) | ||||||||
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The undersigned hereby appoints ROBERT S. DOW and LAWRENCE H. KAPLAN and each of them as proxies, with full power of substitution, to vote (according to the numbers of votes which the undersigned would be entitled to cast if then personally present) at a meeting of the shareholders of the “Funds” on December 18, 2006, including all adjournments, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting. | ||||||||||
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| Date |
| , 2006 | ||||||
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| For information as to the voting of shares registered in more than one name, see page 2 of the proxy statement. | ||||||||
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| Signature(s) (and Title(s), if applicable) | (Please sign in box) | |||||||
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| When signing the proxy as attorney, executor, Administrator, trustee, or guardian, please indicate the capacity in which you are acting. Only authorized officers should sign for corporations. | ||||||||
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| LA 06 - lp | |||||||||
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| Please fill in box as shown using black or blue ink or number 2 pencil. | x | ||
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| PLEASE DO NOT USE FINE POINT PENS. |
| ||
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE VOTED IN ACCORDANCE WITH ANY SPECIFICATION MADE; IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR THE NOMINEES LISTED AND ANY OTHER MATTERS AS DEEMED APPROPRIATE. |
PROPOSAL: |
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| FOR | WITHHOLD | FOR ALL | |||
1. | TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES/DIRECTORS: |
| ALL | ALL | EXCEPT* | ||
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| (01) E. Thayer Bigelow | (04) Robert S. Dow | (07) Franklin W. Hobbs |
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| (02) William H.T. Bush | (05) Daria L. Foster | (08) Thomas J. Neff |
| o | o | o |
| (03) Robert B. Calhoun, Jr. | (06) Julie A. Hill | (09) James L.L. Tullis |
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* TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) BELOW: |
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PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. |