Draft--March 14, 1996
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
b(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[Letterhead of Lord Abbett U.S. Government Securities Money Market Fund, Inc.]
FROM THE CHAIRMAN OF THE BOARD
- ------------------------------
Dear Shareholder,
The Board of Directors of Lord Abbett U.S. Government Securities Money
Market Fund, Inc. (the "Fund") has called an Annual Meeting of Shareholders of
the Fund to consider the matters described below. The board recommends that you
vote in favor of each proposal.
First, the board recommends that you vote to reelect the current
directors of the Fund and to ratify the selection of Deloitte & Touche LLP as
the Fund's independent public accountants.
Second, the board recommends that you vote in favor of a proposed
revision of the fundamental investment policies and restrictions of the Fund
which are intended to provide for greater flexibility in managing the Fund's
portfolio and to permit the board to change applicable policies in the future
without incurring the expense of shareholder meetings.
Third, the directors propose that the Fund enter into a new 12b-1 Plan
and Dis tribution Agreement with respect to each new proposed class of shares.
These new 12b-1 Plans are designed to maintain the competitive position of the
Fund and to encourage sales of Fund shares. These Plans, and the estimated
effect of the Plans on the Fund's expenses, are described in detail in the proxy
statement.
Fourth, the directors propose that the Fund's Articles of Incorporation
be amended (i) to authorize the creation of new classes and series of shares of
-
the capital stock of the Fund, which is intended to encourage sales of Fund
shares, and (ii) to confirm that the Fund may impose contingent deferred sales
--
charges in connection with new classes of shares to be created (this change will
have no effect on your shares).
These various matters are to be voted upon at a meeting of the
shareholders of the Fund to be held in New York on Wednesday, June 19, 1996 at
11:00 a.m.
YOUR VOTE ON THESE ISSUES IS CRITICAL. TO ENSURE THAT YOUR VOTE IS
COUNTED, IT IS IMPORTANT THAT YOU:
1. REVIEW THE ENCLOSED PROXY STATEMENT;
2. COMPLETE AND SIGN THE ENCLOSED PROXY CARD; AND
3. RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
Your prompt response will help save the Fund the expense of additional
solicitations.
We encourage you to review the enclosed materials. Because we believe
these proposals are in the best interests of shareholders, we encourage you to
vote in favor of the proposals.
Sincerely,
Ronald P. Lynch
Chairman of the Board
April 17, 1996
PRELIMINARY COPY
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 19, 1996
PROXY STATEMENT
You are urged to sign and mail the proxy card in the enclosed postage-paid
envelope whether you own a few or many shares. Your prompt return of the
proxy may save the Fund the necessity and expense of further solicitations to
insure a quorum at this meeting.
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
767 Fifth Avenue
New York, New York 10153
Telephone No. (212) 848-1800
Notice of Annual Meeting of Shareholders
To Be Held June 19, 1996 April 17, 1996
Notice is given hereby of an annual meeting of the shareholders of Lord Abbett
U.S. Government Securities Money Market Fund, Inc. (the "Fund"). The meeting
will be held at the offices of Lord, Abbett & Co., on the 11th floor of The
General Motors Building, 767 Fifth Avenue, New York, New York, on Wednesday,
June 19, 1996, at 11:00 a.m., for the following purposes and to transact such
other business as may properly come before the meeting and any adjournments
thereof.
ITEM 1. To elect directors;
ITEM 2. To ratify or reject the selection of Deloitte & Touche LLP as
independent public accountants of the Fund for the current fiscal year;
ITEM 3. To approve or disapprove certain changes in the Fund's fundamental
investment policies and restrictions;
ITEM 4. To approve or disapprove a new Distribution Plan and Agreement pursuant
to Rule 12b-1 under the Investment Company Act of 1940 with respect to
each new proposed class of shares; and
ITEM 5. To approve or disapprove an amendment to the Fund's Articles of
Incorporation (i) authorizing the Board of Directors to create new
-
classes and series of shares of capital stock; and (ii) confirming that
--
the board may impose contingent deferred sales charges in connection
with new classes of shares to be created (this change will have no
effect on your shares).
By order of the Board of Directors
Kenneth B. Cutler
Vice President and Secretary
The Board of Directors has fixed the close of business on March 22, 1996 as the
record date for determination of shareholders of the Fund entitled to notice of
and to vote at the meeting. Shareholders are entitled to one vote for each share
held. As of March 22, 1996, there were ____ shares of the Fund issued and
outstanding, of which ___ shares are to be classified as Class A Shares and ___
shares are to be classified as Class B Shares (see Item 5).
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
767 Fifth Avenue
New York, New York 10153
April 17, 1996
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Lord Abbett U.S.
Government Securities Money Market Fund, Inc., a diversified open-end management
investment company incorporated under the laws of Maryland (the "Fund"), for use
at an annual meeting of shareholders of the Fund to be held at 11:00 a.m. on
Wednesday, June 19, 1996 at the offices of Lord, Abbett & Co., the investment
manager and principal underwriter of the Fund ("Lord Abbett"), on the 11th floor
of the General Motors Building, 767 Fifth Avenue, New York, New York 10153, and
at any adjournments thereof. This proxy statement and the enclosed proxy card
are first being mailed to shareholders on or about April 17,1996.
At the close of business on March 22, 1996 (the "Record Date"), there
were issued and outstanding ___________ shares of the Fund, of which ___ shares
are to be classified as Class A Shares and ___ shares are to be classified as
Class B Shares (see Item 5). Only shareholders of record at the close of
business on the Record Date are entitled to notice of, and to vote at, the
annual meeting or any adjournment thereof. Proxies will be solicited by mail.
Additional solicitations may be made by telephone, facsimile or personal contact
by officers or employees of Lord Abbett and its affiliates. The Fund may also
request brokerage houses, custodians, nominees, and fiduciaries who are
shareholders of record to forward proxy materials to beneficial owners. D.F.
King & Co. has been retained to assist in the solicitation of proxies at an
estimated cost of $_______. The cost of the solicitation will be borne by
_____________.
Shareholders are entitled to one vote for each full share, and a pro
portionate vote for each fractional share, of the Fund held as of the Record
Date. 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, the vote will be cast proportionately. 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. Unmarked proxies
will be voted FOR each of the items described in this Proxy Statement and any
other matters as deemed appropriate. A proxy may be revoked by the signer at
any time at or before the meeting by written notice to the Fund, by execution of
a later-dated proxy or by voting in person at the meeting.
1. ELECTION OF DIRECTORS
The nominees for election as directors are Ronald P. Lynch, Robert S.
Dow, E. Thayer Bigelow, Stewart S. Dixon, John C. Jansing, C. Alan MacDonald,
Hansel B. Millican, Jr. and Thomas J. Neff, who have been nominated by the
Board of Directors to succeed themselves. The individuals named as proxies
intend to vote the proxies, unless otherwise directed, in favor of the election
of such nominees, each of whom has agreed to continue to serve as a director of
the Fund. Management of the Fund has no reason to believe that any nominee will
be unable to serve as a director. If any nominee should be unable to serve as a
director, it is the intention of the individuals named as proxies to vote for
the election of such person or persons as the Board of Directors may, in its
discretion, recommend.
Information about each person nominated for election as a director is set
forth in the following table. Except where indicated, each of the persons
listed in the table has held the principal occupation listed opposite his name
for the past five years.
Director of
Names and Ages of Principal Occupation and Director- the Fund
Directors of the Fund ships Since
- -----------------------------------------------------------------------------------
Ronald P. Lynch (1)(2) Chairman of the Board of the Fund. 1983
60 Partner of Lord Abbett.
Robert S. Dow (1)(2) President of the Fund. 1995
51 Partner of Lord Abbett.
E. Thayer Bigelow President and Chief Executive of 1994
(2) 54 Time Warner Cable Programming,
Inc. Formerly President and Chief
Operating Officer of Home Box
Office, Inc.
Stewart S. Dixon (2) Partner in the law firm of Wildman, 1979
65 Harrold, Allen & Dixon.
John C. Jansing (2) Retired. Former Chairman of Inde- 1979
70 pendent Election Corporation of
America, a proxy tabulating firm.
C. Alan MacDonald (2) General Partner, The Marketing 1988
62 Partnership, Inc., a full service
marketing consulting firm. Formerly
Chairman and Chief Executive Officer
of Lincoln Snacks, Inc., manufacturer
of branded snack foods (1992-1994).
Formerly President and Chief
Executive Officer of Nestle Foods
Corp., and prior to that, President
and Chief Executive Officer of
Stouffer Foods Corp., both
subsidiaries of Nestle SA,
Switzerland. Currently serves as
Director of Den West Restaurant Co.,
J. B. Williams, and Fountainhead
Water Company.
2
Director of
Names and Ages of Principal Occupation and Director- the Fund
Directors of the Fund ships Since
- -----------------------------------------------------------------------------------
Hansel B. Millican, Jr. (2) President and Chief Executive Officer 1983
67 of Rochester Button Company.
Thomas J. Neff (2) President, Spencer Stuart & Asso- 1983
58 ciates, an executive search consulting
firm.
- --------------------
(1) "Interested person" of the Fund and Lord Abbett, within the meaning of the
Investment Company Act of 1940, as amended, because of his association with
Lord Abbett.
(2) Also a director or trustee of the other Lord Abbett-sponsored funds except
for Lord Abbett Research Fund, Inc., of which only Messrs. Lynch, Dow,
Millican and Neff are directors.
Listed below is the number of shares of the Fund owned beneficially by
each director as of March 22, 1996, together with the number of "phantom" shares
credited to the account of each director under a plan (the "Deferred Plan")
permitting independent directors to defer their directors' fees and to have the
deferred amounts deemed invested in shares of the Fund for later payment. Also
shown is the number of shares owned beneficially by the directors and officers
as a group, together with such "phantom" shares credited to the accounts of
directors and officers as a group. In each case, the amounts shown are less than
1% of the Fund's outstanding capital stock.
Number of Shares Beneficially
Owned
Name and Phantom Shares/(1)/
- ------------------------------------------------------------------
Ronald P. Lynch 5,041,161
Robert S. Dow 3,090
E. Thayer Bigelow 723
Stewart S. Dixon 21,402
John C. Jansing 21,256
C. Alan MacDonald 8,942
Hansel B. Millican, Jr. 21,590
Thomas J. Neff 23,868
Directors and Officers as a
group 5,142,032
___________________
(1) Of the shares listed in the foregoing table, the following constitute
"phantom" shares credited to directors under the Deferred Plan:
3
Mr. Bigelow, 723 shares; Mr. Dixon, 20,714 shares; Mr. Jansing, 21,256 shares;
Mr. MacDonald, 8,942 shares; Mr. Millican, 21,590 shares; Mr. Neff, 21,807
shares; and directors and officers as a group: 95,032 shares.
The Board of Directors has only one standing committee, an Audit Committee,
consisting of Messrs. Bigelow, MacDonald and Millican. The functions performed
by the Audit Committee include recommendation of the selection of independent
public accountants for the Fund to the Board of Directors for approval, review
of the scope and results of audit and non-audit services, the adequacy of
internal controls and material changes in accounting principles and practices
and other matters when requested from time to time by the directors (the
"Independent Directors") who are not "interested persons" of the Fund within the
meaning of the Investment Company Act of 1940, as amended (the "Act"). The
Audit Committee held four meetings during the fiscal year ended June 30, 1995.
The Board of Directors of the Fund met ten times during the fiscal year
ended June 30, 1995, and each director attended at least 75% of the total number
of meetings of the Board and, if he was a member of the Audit Committee, of such
committee.
The second column of the following table sets forth the compensation accrued
by the Fund for the Independent Directors. The third and fourth columns set
forth information with respect to the retirement plan for Independent Directors
maintained by the Fund and the other Lord Abbett-sponsored funds. The fifth
column sets forth the total compensation accrued by the Fund and such other
funds for the Independent Directors. The second, third and fourth columns give
information for the Fund's most recent fiscal year; the fifth column gives
information for the calendar year ended December 31, 1995. No director of the
Fund associated with Lord Abbett and no officer of the Fund received any
compensation from the Fund for acting as a director or officer.
For the Fiscal Year Ended June 30, 1995 For Year Ended
De-
cember 31, 1995
- ---------------------------------------------------------------------------------------------------------
(I) (II) (III) (IV) (V)
- ---------------------------------------------------------------------------------------------------------
Estimated Annual
Pension or Retire- Benefits Upon Re-
ment Benefits tirement Proposed
Aggregate Accrued by the to be Paid by the Total Compensation
Com- Fund and Fund and Fifteen Accrued by the Fund
pensation Ac- Fifteen Other Other Lord and Fifteen Other
crued by the Lord Abbett- Abbett-sponsored Lord Abbett-spon-
Name of Director Fund/1/ sponsored Funds/2/ Funds/2/ sored Funds/3/
- ---------------------------------------------------------------------------------------------------------
E. Thayer Bigelow $413 $ 7,556 $33,600 $41,700
- ---------------------------------------------------------------------------------------------------------
Stewart S. Dixon $581 $22,595 $33,600 $42,000
- ---------------------------------------------------------------------------------------------------------
John C. Jansing $591 $28,636 $33,600 $42,960
- ---------------------------------------------------------------------------------------------------------
C. Alan MacDonald $597 $27,508 $33,600 $42,750
- ---------------------------------------------------------------------------------------------------------
Hansel B. Millican, Jr. $588 $24,892 $33,600 $43,000
- ---------------------------------------------------------------------------------------------------------
Thomas J. Neff $573 $16,294 $33,600 $42,000
- ---------------------------------------------------------------------------------------------------------
4
(1) Independent Directors' fees, including attendance fees for board and
committee meetings, are generally allocated among all Lord Abbett-sponsored
funds based on net assets of each fund. A portion of the fees payable by
the Fund to its Independent Directors is being deferred under a plan that
deems the deferred amounts to be invested in shares of the Fund for later
distribution to the directors. The total amount accrued under the plan for
each Independent Director since the beginning of his tenure with the Fund,
including dividends reinvested and changes in net asset value applicable to
such deemed investments, as of June 30, 1995, were as follows: Mr.
Bigelow, $419; Mr. Dixon, $20,151; Mr. Jansing, $20,836; Mr. MacDonald,
$8,699; Mr. Millican, $20,711; and Mr. Neff, $20,929.
(2) Each Lord Abbett-sponsored fund has a retirement plan providing that
Independent Directors will receive annual retirement benefits for life
equal to 80% of their final annual retainers following retirement at or
after age 72 with at least 10 years of service. Each plan also provides for
a reduced benefit upon early retirement under certain circumstances, a pre-
retirement death benefit and actuarially reduced joint-and-survivor spousal
benefits. The amounts stated in column (IV) would be payable annually under
such re tirement plans if the director were to retire at age 72 and the
annual retainers payable by such funds were the same as they are today.
The amounts set forth in column (III) were accrued by the Lord Abbett-
sponsored funds during the fiscal year ended June 30, 1995 with respect to
the retirement benefits set forth in column (IV).
(3) This column shows aggregate Independent Director's fees, including
attendance fees for board and committee meetings, of a nature referred to
in the first sentence of footnote (1), accrued by the Lord Abbett-sponsored
funds during the year ended December 31, 1995.
Listed below are the executive officers of the Fund, other than Messrs.
Lynch and Dow who are listed above in the table of nominees. Each executive
officer has been associated with Lord Abbett for over five years, except as
indicated. Messrs. Allen, Carper, Cutler, Henderson, Morris, Nordberg and Walsh
are partners of Lord Abbett; the others listed below are employees.
Stephen I. Allen, age 42, Vice President since 1994.
Daniel E. Carper, age 43, Vice President since 1986.
Kenneth B. Cutler, age 63, Vice President and Secretary since 1979.
John J. Gargana, Jr., age 64, Vice President since 1979.
Thomas S. Henderson, age 64, Vice President since 1979.
Paul A. Hilstad, age 53, Vice President since 1995 (with Lord Abbett since 1995
- -formerly Senior Vice President and General Counsel of American Capital Manage
ment & Research, Inc.).
Thomas F. Konop, age 54, Vice President since 1987.
Robert G. Morris, age 51, Vice President since 1995.
5
E. Wayne Nordberg, age 59, Vice President since 1988.
Keith F. O'Connor, age 40, Treasurer since 1987.
Victor W. Pizzolato, age 63, Vice President since 1979.
David Seto, age 35, Executive Vice President since 1994.
John J. Walsh, age 60, Vice President since 1979.
Pursuant to the Fund's By-Laws, the election of each director of the Fund
requires the affirmative vote of a majority of the shares of the Fund voted at
the meeting. If a shareholder abstains from voting on this matter, then the
shares held by such shareholder shall be deemed present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote with
respect to this matter, but shall not be deemed to have been voted in favor of
this matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on this matter, then the shares covered by such non-vote shall
be deemed present at the meeting for purposes of determining a quorum but shall
not be deemed to be represented at the meeting for purposes of calculating the
vote with respect to this matter.
The Board of Directors recommends that the shareholders vote FOR the
election of each of the nominees as a director of the Fund.
2. RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the in
dependent public accountants of the Fund for the fiscal year ending June 30,
1996. The Act requires that such selection be submitted for ratification or
rejection at the next annual meeting of shareholders if such meeting be held.
Deloitte & Touche LLP (or a predecessor firm) acted as the Fund's independent
public accountants for the year ended June 30, 1995, and for a number of years
prior thereto. Based on in formation in the possession of the Fund, and
information furnished by Deloitte & Touche LLP, the firm has no direct financial
interest and no material indirect financial interest in the Fund. A
representative of Deloitte & Touche LLP is expected to attend the meeting and
will be provided with an opportunity to make a statement and answer appropriate
questions.
Ratification of the selection of Deloitte & Touche LLP requires the
affirmative vote of a majority of the shares of the Fund voted at the meeting.
If a shareholder abstains from voting on this matter, then the shares held by
such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
this matter, but shall not be deemed to have been voted in favor of this matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on this matter, then the shares covered by such non-vote shall be deemed present
at the meeting for purposes of determining a quorum but shall not be deemed to
be represented at the meeting for purposes of calculating the vote with respect
to this matter.
6
The Board of Directors recommends that shareholders vote to ratify the
selection of Deloitte & Touche LLP as the Fund's independent public accountants
for the fiscal year ending June 30, 1996.
3. PROPOSAL TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS AND POLICIES OF
THE FUND
The Board of Directors has approved various amendments to the Fund's
investment policies and restrictions in order to provide increased flexibility
in managing the Fund's investment portfolio. Those investment policies and
restrictions designated "fundamental" may only be changed by the vote of a
"majority" (as defined in the Act) of the Fund's voting securities. Those
investment policies and restrictions designated "non-fundamental" may be changed
by the vote of the Board of Directors alone. Therefore, the proposed amendments
to the fundamental policies and restrictions described below require shareholder
approval. The Fund's current and proposed investment policies and restrictions
(both fundamental and non-fundamental) with respect to various investment
techniques and securities are set forth in Exhibit A attached hereto.
Investment policies and restrictions govern generally the investment
activities of the Fund and limit its ability to invest in certain types of
securities or engage in certain types of transactions. The proposed changes are
not expected to affect materially the current operations of the Fund. Although
the proposed fundamental investment policies and restrictions are less
restrictive than the current fundamental investment policies and restrictions of
the Fund, non-fundamental restrictions have been adopted, to become effective
with the proposed amendments to the fundamental policies and restrictions, which
will limit the effect of such changes on the operations of the Fund. The
proposed fundamental policies and restrictions are intended principally to
provide greater flexibility in the future management of the Fund's investment
portfolio. The Board of Directors has no present intention of approving actions
permitted by these less restrictive fundamental policies. If it were to do so,
the risks of investing in the Fund could be increased. No change is proposed
with respect to the Fund's investment objective, which is to provide high
current income and preservation of capital through investments in high-quality,
short-term liquid securities.
The proposed policies and restrictions restate many of the policies and
restrictions currently in effect for the Fund. In some instances, certain
fundamental policies and restrictions have been modified or eliminated in
accordance with developments in Federal or state blue sky regulations or in the
securities markets since the inception of the Fund. In other instances, as
illustrated in Exhibit A, certain policies and restrictions previously deemed
fundamental have been redesignated non-fundamental. By making certain policies
and restrictions non-fundamental, the Board may amend a policy or restriction as
it deems appropriate and in the best interest of the Fund and its shareholders,
without incurring the costs (normally borne by the Fund and its shareholders) of
seeking a shareholder vote. Also, certain of the proposed fundamental
investment policies and restrictions are stated in terms of "to the extent
permitted by applicable law". Applicable law can change over time and may
become more or less restrictive as a result. The policies and restrictions have
been drafted in this manner so that a change in law would not require the Fund
to seek a shareholder vote to amend the policy or restriction to conform to
applicable law, as revised.
7
Approval of the proposed amendments to the Fund's fundamental investment
restrictions and policies requires the affirmative vote of a "majority" (as
defined in the Act) of the Fund's voting securities. A "majority" vote is
defined in the Act as the vote of the holders of the lesser of: (i) 67% or more
-
of the voting securities present or represented by proxy at the shareholders
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or (ii) more than 50% of the outstanding
--
voting securities. If a shareholder abstains from voting on this matter, then
the shares held by such shareholder shall be deemed present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote with
respect to this matter, but shall not be deemed to have been voted in favor of
this matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on this matter, then the shares covered by such non-vote shall
be deemed present at the meeting for purposes of determining a quorum but shall
not be deemed to be represented at the meeting for purposes of calculating the
vote with respect to this matter.
If the proposed amendments are not approved by the shareholders of the
Fund, the current fundamental policies and restrictions will continue in effect.
The Board of Directors recommends that shareholders vote in favor of the
proposed amendments to the Fund's fundamental investment restrictions and
policies.
4. NEW DISTRIBUTION PLAN AND AGREEMENT FOR THE
CLASS A AND CLASS C SHARES
At a meeting of the Board of Directors of the Fund held on March 14, 1996,
the directors of the Fund unanimously approved, subject to shareholder approval,
and determined to submit to the shareholders for approval, a new Distribution
Plan and Agreement pursuant to Rule 12b-1 under the Act (i) with respect to
-
shares purchased for cash or acquired through exchange for shares of one or more
of the other Lord Abbett-sponsored funds, other than Lord Abbett Securities
Trust, which shares are to be designated the "Class A Shares" (the "Proposed A
Plan") and (ii) with respect to shares acquired through exchange for shares of
--
Lord Abbett Securities Trust, which shares are to be designated the "Class C
Shares" (the "Proposed C Plan"). See Item 5 below for a more detailed
description of the two classes that are to be created out of the existing class
of Fund shares. The text of the Proposed Plans are attached hereto as Exhibit
B. The directors who approved each Proposed Plan include all of the Independent
Directors, none of whom is an "interested person" of the Fund within the meaning
of the Act or has a direct or indirect financial interest in the operations of
either Proposed Plan or in any agreements related thereto.
If approved by shareholders, the Proposed Plans will replace a dis
tribution plan and agreement with respect to all shareholders of the Fund (the
"Current Plan") that was approved by shareholders on March 14, 1990 and became
effective June 1, 1990. The Current Plan was last amended by action of the
Board of Directors on September 1, 1994. No payments are being made under the
Current Plan, which has been suspended since July 1, 1992. Similarly, no
payments are expected to be made in the near future under the Proposed A Plan or
the Proposed C Plan, both of which are to be suspended beginning on the date of
their adoption by shareholders. The principal reason for creating the Proposed
A and Proposed C Plans is to separate, in conjunction with the classification of
shares described in Section 5
8
below, the distribution arrangements for two groups of shares which, though
currently part of the same class of shares, have different exchange privileges.
Under the Current Plan (except as to certain accounts for which tracking
data is not available), the Fund is authorized to pay to dealers through Lord
Abbett an annual service fee (payable quarterly) of 0.15% of the average daily
net asset value of shares sold by dealers. These service fees are intended to
provide additional incentives for dealers (a) to provide continuing information
-
and investment services to their shareholder accounts and otherwise to encourage
their accounts to remain invested in the Fund and (b) to sell shares of the
-
Fund.
Under the Current Plan, holders of shares acquired through exchange for
shares of another Lord Abbett-sponsored fund may be required to pay to the Fund
on redemption a contingent deferred reimbursement charge ("CDRC") of 1% of the
original cost of the shares surrendered in exchange or the net asset value of
the shares of the Fund so redeemed. If the redeemed shares were received in
exchange for shares of a Lord Abbett-sponsored fund other than Lord Abbett
Securities Trust and if a 1% distribution fee was paid by such other fund in
connection with the purchase of such shares, a CDRC is payable if such Fund
shares are redeemed on or before the end of the twenty-fourth month after the
month in which the initial purchase occurred (an exception is made for certain
redemptions by tax-qualified plans under Section 401 of the Internal Revenue
Code due to plan loans, hardship withdrawal, death, retirement or separation
from service with respect to plan participants). If the redeemed shares were
received in exchange for shares of Lord Abbett Securities Trust, a CDRC is
payable if the original shares were purchased less than a year before the
redemption.
Set forth below is a description of the principal changes to be effected
under the Proposed Plans:
(a) Level of Service Fees. Under the Proposed A Plan, the Fund will be
---------------------
authorized to pay an annual service fee of 0.15%, while such service fee under
the Proposed C Plan will be 0.25%. As noted above, however, no payments are
expected to be made in the near future under the Proposed A Plan or the Proposed
C Plan, both of which are to be suspended beginning on the date of their
adoption by shareholders.
(b) Categories of Persons Eligible to Receive Payments. Service fee
--------------------------------------------------
payments under the Proposed Plans could be made to all Authorized Institutions
(institutions and persons permitted by applicable law and/or rules to receive
such payments), rather than just to dealers as is the case under the Current
Plan.
(c) Use of Payments by Lord Abbett. Lord Abbett would be permitted to use
------------------------------
payments received under the Proposed Plans to provide continuing services to
shareholder accounts not serviced by Authorized Institutions.
(d) CDRC. The CDRC payable under the Proposed A Plan would be
----
substantially similar to that payable under the Current Plan with respect to
shares acquired through exchange for shares of a Lord Abbett-sponsored fund
other than Lord Abbett Securities Trust, and the CDRC payable under the Proposed
C Plan would be substantially similar to that payable under the Current Plan
with respect to shares acquired through exchange for shares of Lord Abbett
Securities Trust, except that, in each case, no CDRC would be payable in
connection with redemptions by
9
retirement plans (not just those qualified under Section 401 of the Internal
Revenue Code) attributable to any benefit payment or distribution of any excess
contribution thereunder (not just those described above in connection with such
exception under the Current Plan).
(e) Lord Abbett Distributor. The other party to the Proposed Plans is to
-----------------------
be Lord Abbett Distributor LLC, a New York limited liability company, to be
formed as a subsidiary of Lord Abbett ("Lord Abbett Distributor"), rather than
Lord Abbett. Lord Abbett Distributor is to take on all the underwriting
functions currently performed directly by Lord Abbett.
In considering whether to recommend the Proposed Plans for approval, the
Board considered, among other things, the factors set forth below:
(i) Expanding Categories of Persons Eligible to Receive Payments. The
------------------------------------------------------------
Current Plan limits payments thereunder to dealers. Since that plan was
adopted, different methods of distribution, using different entities, have
developed in the industry. The Board of Directors sees no reason to limit the
categories of persons eligible to receive payments under the Proposed Plans and
believes that the availability of payments under the plans will induce such
other entities to invest in Class A and Class C Shares.
(ii) Flexibility in Distributor's Use of Payments. Lord Abbett has advised
--------------------------------------------
the Board of Directors of the Fund that allowing Lord Abbett Distributor to
retain fees received from the Fund to provide continuing information and
investment services to shareholder accounts will provide useful flexibility and
will be in line with common practice in the industry.
In light of the anticipated benefits to the Fund and its shareholders as a
result of adopting the Proposed Plans, and having reviewed comparisons of the
costs to the Fund of the Current Plans and the Proposed Plans, the Directors of
the Fund have concluded, in the exercise of reasonable business judgment and in
light of their fiduciary duties, that there is a reasonable likelihood that each
of the Proposed Plans will benefit the Fund, the Class A Shares and the Class C
Shares and their shareholders, respectively. There can, however, be no
assurance that the anticipated benefits will be realized.
Set forth in the table below is a summary comparison of the Fund's
expenses, on a current and pro-forma basis, taking into account the fees that
could be paid under the Proposed A and C Plans. The annual operating expenses
shown in the second column are the Fund's actual expenses for the fiscal year
ended December 31, 1995. The expenses shown in the third and fourth columns
represent, on a pro-forma basis, such actual expenses of the Fund adjusted to
show the effect of the maximum service fees the Board has authorized under the
Proposed A and C Plans, which fees are to be suspended indefinitely by Lord
Abbett. The example set forth below is not a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
10
I II III IV
- --------------------------------------------------------------------------------------------------
Year ended
December 31,
1995 (reflecting Class A Shares Class C Shares
the Current Plan) (pro-forma) (pro-forma)
-------------------- -------------- --------------
- --------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
- --------------------------------------------------------------------------------------------------
Maximum Sales Load/1/ on Purchases None None None
Deferred Sales Load /1 / None/2/ None/2/ None/2/
- --------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------------------------
Management Fee 0.50% 0.50% 0.50%
12b-1 Fees 0.00%/3/ 0.00%/3/ 0.00%/3/
Other Expenses 0.36% 0.36% 0.36%
- --------------------------------------------------------------------------------------------------
Total Operating Expenses 0.86% 0.86% 0.86%
- --------------------------------------------------------------------------------------------------
Example: Assume an annual return of 5% and there is no change in the level of
- -------
expenses described above. For every $1,000 invested, with reinvestment of all
distributions, you would pay the following total expenses if you closed your
account after the number of years indicated.
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Pro Pro Pro Pro Pro Pro Pro Pro
Forma Forma Forma Forma Forma Forma Forma Forma
Current (A Plan) (C Plan) Current (A Plan) (C Plan) Current (A Plan) (C Plan) Current (A Plan) (C Plan)
- --------- -------- -------- ------- -------- -------- ------- -------- -------- ------- ------- --------
- -----------------------------------------------------------------------------------------------------------------------------
$55/4/ $55/3,4/ $55/3,4/ $72/4/ $72/3,4/ $72/3,4/ $91/4/ $91/3,4/ $91/3,4/ $144/4/ $144/3,4/ $144/3,4/
- -----------------------------------------------------------------------------------------------------------------------------
1. Sales "load" is referred to as sales "charge" and "deferred sales load" is
referred to as "contingent deferred reimbursement charge" or "CDRC"
throughout this Proxy Statement.
2. Under both the Current Plan and the Proposed A and C Plans, holders of
shares acquired through exchange for shares of another Lord Abbett-
sponsored fund may be required to pay a CDRC on redemption of up to 1% of
the original cost of the shares surrendered in exchange or the net asset
value of the shares of the Fund so redeemed. See above under Item 4.
3. This figure omits Rule 12b-1 fees because no payments are being made under
the Current Plan, which has been suspended since July 1, 1992. Similarly,
no payments are expected to be made in the near future under the Proposed A
Plan or the Proposed C Plan, both of which are to be suspended beginning on
the date of their adoption by shareholders. If the Proposed A Plan were to
become operative, the Fund could pay a maximum annual service fee of 0.15%
of net assets on behalf of the Class A Shares thereunder. If the Proposed C
Plan were to become operative, the Fund could pay a maximum annual service
fee of 0.25% of net assets on behalf of the Class C Shares thereunder.
4. Based on total current and pro-forma operating expenses shown in the table
above.
If the shareholders approve the Proposed Plans, the Proposed Plans shall,
unless terminated as described below, become effective July 12, 1996 and
continue in effect until July
11
12, 1997 and from year to year thereafter only so long as such continuance is
specifically approved, at least annually, by the Fund's Board of Directors and
its Independent Directors by a vote cast in person at a meeting called for the
purpose of voting on such continuance. The Proposed Plans may be terminated at
any time by a vote of a majority of the Independent Directors or by a
shareholder vote in compliance with Rule 12b-1 under the Act. All material
amendments must be approved by a majority of the Independent Directors.
Each Proposed Plan provides that while it is in effect, the selection and
nomination of Independent Directors is committed to the discretion of the
Independent Directors then sitting on the Board. This does not prevent the
involvement of others in such selection and nomination if the final decision on
any such selection or nomination is approved by a majority of the Independent
Directors.
Pursuant to Rule 12b-1 under the Act, an affirmative vote of the holders of
a "majority" (as defined in the Act) of the Class A Shares is required for
approval of the Proposed A Plan and a "majority" (as so defined) of the Class C
Shares is required for approval of the proposed C Share Plan. A "majority" vote
of a class is defined in the Act as the vote of the holders of the lesser of:
(i) 67% or more of the voting securities of such class present or represented by
- --
proxy at the shareholders meeting, if the holders of more than 50% of the
outstanding voting securities of such class are present or represented by proxy,
or (ii) more than 50% of the outstanding voting securities of such class. If a
--
shareholder abstains from voting on this matter, then the shares held by such
shareholder shall be deemed present at the meeting for purposes of determining a
quorum and for purposes of calculating the vote with respect to this matter, but
shall not be deemed to have been voted in favor of this matter. If a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on this
matter, then the shares covered by such non-vote shall be deemed present at the
meeting for purposes of determining a quorum but shall not be deemed to be
represented at the meeting for purposes of calculating the vote with respect to
this matter.
If a Proposed Plan is not approved by the shareholders of the Class A
Shares or the Class C Shares, the Current Plan for that class will continue in
effect according to its terms.
The Board of Directors recommends that Class A shareholders and Class C
shareholders vote in favor of adoption of the Proposed A Plan and the Proposed C
Plan, respectively.
5. AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE CLASSES AND SERIES
OF SHARES AND TO CONFIRM THAT THE FUND MAY IMPOSE CONTINGENT DEFERRED SALES
CHARGES IN CONNECTION WITH REDEMPTIONS
On March 14, 1996, the Fund's Board of Directors unanimously voted to
approve an amendment to the Articles of Incorporation of the Fund to give the
Fund's Board of Directors the power to classify the Fund's shares into classes
and series, and voted to submit such amendment to the Fund's shareholders for
approval. The full text of the amendment is attached hereto as Exhibit C.
The Fund's Articles of Incorporation presently designate one class of
shares of capital stock and do not authorize the Board of Directors to create
additional classes or series. The Board of Directors believes that the Fund's
best interests will be served if the Board of Directors is able to create new
series of shares and classes of shares within a series, with each share of a
series, regardless of class, sharing pro rata (based on net asset value) in the
portfolio and income of the series and in the series' expenses, except for
differences in expenses resulting from different Rule 12b-1 plans for the
various classes and possibly other class-specific expenses. It is expected that
implementation of such a multi-class fund structure will (i) enable investors in
-
the Fund to choose the distribution option that best suits their individual
situations, (ii) facilitate distribution of the Fund's shares, and (iii)
-- ---
maintain the competitive position of the Fund in
12
relation to other funds that have implemented or are seeking to implement
similar distribution arrangements.
The Board of Directors has approved, subject to shareholder approval, two
classes of shares which are to share in the Fund's portfolio but are to have
different distribution arrangements. Holders of the existing class of Fund
shares have acquired their shares in one of three ways: (i) through a purchase
-
for cash, (ii) through exchange for shares of one or more of the other Lord
--
Abbett-sponsored funds other than Lord Abbett Securities Trust, or (iii) through
---
exchange for shares of a series of Lord Abbett Securities Trust. Shares
acquired in the manner described in clause (i) or (ii) will be designated the
"Class A Shares" and will continue to be offered as described in the Fund's
current prospectus, except that the Board of Directors is recommending that
shareholders approve a new Distribution Plan and Agreement pursuant to Rule 12b-
1 under the Act that, if approved, will be applicable to the Class A Shares.
See Item 4 above. Shares acquired in the manner described in the foregoing
clause (iii) will be designated the "Class C Shares" and will also continue to
be offered as described in the Fund's current prospectus, except that the Board
of Directors is recommending that shareholders approve a new Distribution Plan
and Agreement pursuant to Rule 12b-1 under the Act that, if approved, will be
applicable to the Class C Shares. See Item 4 above.
If the proposed amendment to the Fund's Articles of Incorporation is
approved, the Board of Directors will be authorized to create and issue one or
more additional classes of shares within the existing series and to create
additional series. Lord Abbett has advised the Board of Directors of the Fund
that it intends to propose to the board in the near future that the board
authorize the Fund to create a third class of shares, to be designated the
"Class B Shares," to be issued in exchange for Class B Shares of other Lord
Abbett-sponsored funds and as described in the FUnd's then-current prospectus.
If authorized, the Class B Shares are expected to be similar to the Class C
shares except that (i) they will be subject to a contingent deferred sales
-
charge ("CDSC") that is payable to the distributor of such shares, rather than
subject to a contingent deferred reimbursement charge payable to the Fund as in
the case with the Class C Shares, (ii) the B Share CDSC will be substantially
--
larger than the 1% CDRC charged on early redemptions of Class C Shares, (iii)
---
the B Share CDSC will apply over a period of time substantially longer than the
12 months applicable to the C Share CDRC, and will scale down to zero over that
longer period, and (iv) the Class B Shares will convert automatically into Class
--
A Shares at net asset value after a period of time.
Shares of all classes will vote together on all matters affecting the Fund,
except for matters, such as approval of a Rule 12b-1 plan or a related service
plan, affecting only a particular class or classes. All shares voting on a
matter will have identical voting rights. All issued shares will be fully paid
and non-assessable, and shareholders will have no pre-emptive or other right to
subscribe to any additional shares. All shares within a series will have the
same rights and be subject to the same limitations set forth in the Articles of
Incorporation with respect to dividends, redemptions and liquidation except for
differences resulting from class-specific Rule 12b-1 plans and related service
plans and certain other class-specific expenses.
The proposed amendment to the Fund's Articles of Incorporation will also
make clear that the Fund may impose a CDSC and other charges (which charges may
vary within and among the classes) payable upon redemption as may be established
from time to time by the Board of Directors of the Fund. The Fund's Articles of
Incorporation currently provide that the Fund may deduct a redemption charge not
exceeding 1% of the net asset value of the shares being redeemed. The proposed
amendment is deemed advisable in order to avoid any question as to whether a
CDSC in excess of 1% may be imposed in connection with the issuance of future
classes or series of the Fund's shares. The Board of Directors has no intention
of imposing a CDSC on early redemptions of your Class A or Class C Shares.
Approval of the proposed amendment to the Articles of Incorporation
requires an affirmative vote of a majority of the outstanding shares of the
Fund. If a shareholder abstains from voting on this matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
this matter, but shall not be deemed to have been voted in favor of this matter.
If a
13
broker returns a "non-vote" proxy, indicating a lack of authority to vote on
this matter, then the shares covered by such non-vote shall be deemed present at
the meeting for purposes of determining a quorum but shall not be deemed to be
represented at the meeting for purposes of calculating the vote with respect to
this matter.
The Board of Directors recommends that shareholders vote in favor of this
proposed amendment to the Articles of Incorporation.
6. OTHER INFORMATION
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 proposals to be presented for action at the 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. The Fund does not intend to hold another
annual or special meeting of shareholders unless required to do so by the Act.
b. Investment Adviser and Underwriter.
----------------------------------
Lord, Abbett & Co., 767 Fifth Avenue, New York, New York, 10153, acts as
investment adviser and principal underwriter with respect to the Fund.
c. Annual Report Available Upon Request.
------------------------------------
The 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 a shareholder upon request. A shareholder may obtain such
reports(s) by writing to the Fund or by calling 800-___-____.
d. Portfolio Transactions.
----------------------
Purchases and sales of portfolio securities usually will be principal
transactions and normally such securities will be purchased directly from the
issuer or from an underwriter or purchased from or sold to a market maker for
the securities. Therefore, the Fund usually will pay no brokerage commissions
on such transactions. Purchases from underwriters of portfolio securities will
include a commission or concession paid by the issuer to the underwriter and
purchases from or sales to dealers serving as market makers will include a
dealer's markup or markdown. Principal transactions, including riskless
principal transactions, are not afforded the protection of the safe harbor in
Section 28(e) of the Securities Exchange Act of 1934.
The Fund's policy is to obtain best execution on all portfolio
transactions, which means that the Fund seeks to have purchases and sales of
portfolio securities executed at the most favorable prices, considering all
costs of the transaction including dealer markups and markdowns and any
brokerage commissions. This policy governs the selection of dealers and brokers
and the market in which the transaction is executed. To the extent permitted by
law, the Fund may, if considered advantageous, make a purchase from or sale to
another Lord Abbett-sponsored fund without the intervention of any broker-
dealer.
The Fund selects broker-dealers on the basis of their professional
capability and the value and quality of their brokerage and research services.
Normally, the selection is made by traders who are officers of the Fund and also
are employees of Lord Abbett. These traders do
14
the trading as well for other accounts -- investment companies (of which they
are also officers) and other investment clients -- managed by Lord Abbett. They
are responsible for the negotiation of prices and any commissions.
The Fund may pay a brokerage commission on the purchase or sale of a
security that could be purchased from or sold to a market maker if the Fund's
net cost of the purchase or the net proceeds to the Fund of the sale are at
least as favorable as the Fund could obtain on a direct purchase or sale.
Brokers who receive such commissions may also provide research services at least
some of which are useful to Lord Abbett in their overall responsibilities with
respect to the Fund and the other accounts they manage. Research includes
trading equipment and computer software packages, acquired from third-party
suppliers, that enable Lord Abbett to access various information bases and may
include the furnishing of analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts. Such services may be used by Lord Abbett in servicing all their
accounts, and not all of such services will necessarily be used by Lord Abbett
in connection with their management of the Fund; conversely, such services
furnished in connection with brokerage on other accounts managed by Lord Abbett
may be used in connection with their management of the Fund, and not all of such
services will necessarily be used by Lord Abbett in connection with their
advisory services to such other accounts. The Fund has been advised by Lord
Abbett that research services received from brokers cannot be allocated to any
particular account, are not a substitute for Lord Abbett's services but
are supplemental to their own research effort and, when utilized, are subject to
internal analysis before being incorporated by Lord Abbett into their investment
process. As a practical matter, it would not be possible for Lord Abbett to
generate all of the information presently provided by brokers. While receipt of
research services from brokerage firms has not reduced Lord Abbett's normal
research activities, the expenses of Lord Abbett could be materially increased
if it purchased such equipment and software packages directly from the suppliers
and attempted to generate such additional information through its own staff. No
commitments are made regarding the allocation of brokerage business to or among
brokers and trades are executed only when they are dictated by investment
decisions of the Fund to purchase or sell portfolio securities.
If two or more broker-dealers are considered capable of offering the
equivalent likelihood of best execution, the broker-dealer who has sold the
Fund's shares and/or shares of other Lord Abbett-sponsored funds may be
preferred.
If other clients of Lord Abbett buy or sell the same security at the same
time as the Fund, transactions will, to the extent practicable, be allocated
among all participating accounts in proportion to the amount of each order and
will be executed daily until filled so that each account shares the average
price and commission cost of each day. Other clients who direct that their
brokerage business be placed with specific brokers or who invest through wrap
accounts introduced to Lord Abbett by certain brokers may not participate with
the Fund in the buying and selling of the same securities as described above.
If these clients wish to buy or sell the same security as the Fund does, they
may have their transactions executed at times different from the Fund's
transactions and thus may not receive the same price or incur the same
commission cost as the Fund does.
The Fund will not seek "reciprocal" dealer business (for the purpose of
applying commissions in whole or in part for the Fund's benefit or otherwise)
from broker-dealers as consideration for the direction to them of portfolio
business.
15
For the fiscal years ended June 30, 1995, 1994 and 1993, the Fund paid no
commissions to independent broker-dealers.
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:_______________________
Kenneth B. Cutler
Vice President and Secretary
16
COMPARISON OF CURRENT AND PROPOSED INVESTMENT POLICIES AND RESTRICTIONS
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
INVESTMENTS IN COMMON STOCK.
FUNDAMENTAL
The Fund may not buy common stocks or other NON-FUNDAMENTAL
voting securities. The Fund may not buy common stocks or
other voting securities.
- -------------------------------------------------------------------------------------------------------
SHORT SALES/MARGIN.
FUNDAMENTAL FUNDAMENTAl
The Fund may not sell short or buy on margin The Fund may purchase securities on
(except for such short-term credits as are margin to the extent permitted by applica-
necessary for the clearance of transactions). ble law.
NON-FUNDAMENTAL
The Fund may not make short sales of
securities or maintain a short position
to the extent permitted by applicable
law.
- -------------------------------------------------------------------------------------------------------
BORROWING.
FUNDAMENTAL FUNDAMENTAL
The Fund may not borrow money, except from The Fund may not borrow money, except
banks (a) as a temporary measure for that (i) the Fund may borrow from banks
extraordinary or emergency purposes and then (as defined in the Act) in amounts up to
only in amounts up to 5% of Fund assets taken 33 1/3% of its total assets (including the
at cost or (b) in an amount up to 33 1/3% of total amount borrowed), (ii) the Fund may bor-
Fund assets in order to meet redemption requests row up to an additional 5% of its total
which might otherwise require untimely assets for temporary purposes, and (iii) the
disposition of portfolio securities (the Fund will Fund may obtain such short-term credit as
repay all borrowings before making additional may be necessary for the clearance of
investments and interest paid on any such purchases and sales of portfolio securities.
borrowings will reduce net income).
NON-FUNDAMENTAL
The Fund may not borrow in excess of 5%
of its gross assets taken at cost or market
value, whichever is lower at the time of
borrowing, and then only as a temporary
measure for extraordinary or emergency
purposes.
- -------------------------------------------------------------------------------------------------------
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
UNDERWRITING.
FUNDAMENTAL FUNDAMENTAL
The Fund may not engage in the underwriting of The Fund may not engage in the under-
any security issued by other persons except to writing of securities, except pursuant to a
the extent that in selling portfolio securities the merger or acquisition or to the extent that,
Fund may be deemed to be an underwriter under in connection with the disposition of its
federal securities laws. portfolio securities, it may be deemed to be
an underwriter under federal securities
laws.
- -------------------------------------------------------------------------------------------------------
LENDING.
FUNDAMENTAL FUNDAMENTAL
The Fund may not make loans, except for (a) The Fund may not make loans to other
time or demand deposits with banks, (b) persons, except that the acquisition of
purchasing commercial paper or publicly-offered bonds, debentures or other corporate debt
debt securities at original issue or otherwise, (c) securities and investment in government
repurchase agreements (to the extent they may obligations, commercial paper, pass-
be considered loans) with sellers of securities the through instruments, certificates of deposit,
Fund has bought provided not more than 10% of bankers acceptances, repurchase agree-
Fund assets, taken at cost, may be invested in ments or any similar instruments shall not
repurchase agreements maturing in more than be subject to this limitation, and except
seven days and (d) loans of Fund portfolio further that the Fund may lend its portfolio
securities to registered broker-dealers if 100% securities, provided that the lending of
secured by cash or cash equivalents, made in portfolio securities may be made only in
full compliance with applicable regulations and accordance with applicable law.
which, in management's opinion, do not expose
the Fund to significant risks.
- -------------------------------------------------------------------------------------------------------
2
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
REAL ESTATE/COMMODITIES.
FUNDAMENTAL FUNDAMENTAL
The Fund may not buy or sell real estate, The Fund may not buy or sell real estate
although the Fund may buy short-term securities (except that the Fund may invest in securi-
secured by real estate or interests therein, or ties directly or indirectly secured by real
issued by companies which invest in real estate estate or interests therein or issued by
or interests therein. The Fund may not buy or companies which invest in real estate or
sell commodities or commodity contracts, interests therein), commodity or com-
interests in oil, gas or other mineral exploration modity contracts (except to the extent the
or development programs. Fund may do so in accordance with appli-
cable law and without registering as a
commodity pool operator under the Com-
modity Exchange Act as, for example, with
futures contracts).
NON-FUNDAMENTAL
The Fund may not invest in real estate
limited partnership interests or interests in
oil, gas or other mineral leases, or
exploration or other development
programs, except that the Fund may invest
in securities issued by companies that
engage in oil, gas or other mineral
exploration or development activities.
- -------------------------------------------------------------------------------------------------------
DIVERSIFICATION.
FUNDAMENTAL FUNDAMENTAL
The Fund may not buy securities of an issuer if With respect to 75% of its gross assets, the
the purchase would then cause more than 5% of Fund may not buy securities of one issuer
Fund assets, taken at cost, to be invested in the representing (i) more than 5% of the
securities of any one issuer, except the U.S. Fund's gross assets, except securities
Government, its agencies or instrumentalities. issued or guaranteed by the U.S. Govern-
ment, its agencies or instrumentalities, or
(ii) 10% of the voting securities of such
issuer.
- -------------------------------------------------------------------------------------------------------
INVESTMENT IN A SINGLE INDUSTRY.
FUNDAMENTAL
The Fund may not invest 25% or more of the FUNDAMENTAL
value of its assets in securities of issuers in any The Fund may not invest more than 25%
one industry, except the Fund may invest more of its assets, taken at market value, in the
than 25% in short-term securities issued by the securities of issuers in any particular indus-
U.S. Government or its agencies or try (excluding securities of the U.S.
instrumentalities, finance companies, or banks or Government, its agencies and instrumen-
bank holding companies. talities).
- -------------------------------------------------------------------------------------------------------
3
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
RESTRICTED/ILLIQUID SECURITIES.
FUNDAMENTAL
The Fund may not acquire securities with NON-FUNDAMENTAL
contractual or other restrictions on resale, except The Fund may not invest knowingly more
in connection with repurchase agreements. than 15% of its net assets (at the time of
investment) in illiquid securities, except for
securities qualifying for resale under Rule
144A of the Securities Act of 1933,
deemed to be liquid by the Board of
Directors.
- -------------------------------------------------------------------------------------------------------
MORTGAGING AND PLEDGING OF
ASSETS.
FUNDAMENTAL FUNDAMENTAL
The Fund may not pledge, mortgage or The Fund may not pledge its assets (other
hypothecate its assets except to secure than to secure borrowings, or to the extent
borrowings as may be permissible under permitted by the Fund's investment
"BORROWING" above, and in an aggregate policies, in connection with hedging trans-
amount not to exceed 10% of its net assets. actions, short sales, when-issued and
forward commitment transactions and simi-
lar investment strategies).
- -------------------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES OF
OTHER INVESTMENT COMPANIES.
FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not buy securities of other The Fund may not invest in the securities
investment companies, except in connection with of other investment companies, except as
a merger, consolidation, acquisition or permitted by applicable law.
reorganization.
- -------------------------------------------------------------------------------------------------------
OPTIONS.
FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not write or buy put or call The Fund may not write, purchase or sell
options. puts, calls, straddles, spreads or
combinations thereof, except to the extent
permitted in the Fund's prospectus and
statement of additional information, as they
may be amended from time to time.
- -------------------------------------------------------------------------------------------------------
4
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES OF
ISSUERS IN OPERATION FOR LESS
THAN THREE YEARS.
FUNDAMENTAL
The Fund may not buy the securities of a
company, which (including predecessors) has a NON-FUNDAMENTAL
record of less than three years' continuous The Fund may not invest in securities of
operation if such purchase would then cause issuers which, with their predecessors,
more than 5% of Fund assets to be invested in have a record of less than three years
the securities of such companies. continuous operations, if more than 5% of
the Fund's total assets would be invested in
such securities (this restriction shall not
apply to mortgage-backed securities, asset-
backed securities or obligations issued or
guaranteed by the U.S. Government, its
agencies or instrumentalities).
- -------------------------------------------------------------------------------------------------------
OWNERSHIP OF PORTFOLIO SE-
CURITIES BY OFFICERS AND
DIRECTORS.
FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not buy or hold the outstanding The Fund may not hold securities of any
securities of any issuer if, to the knowledge of issuer if more than 1/2 of 1% of the
management, such securities of Fund officers securities of such issuer are owned
and directors and the partners of Lord Abbett beneficially by one or more officers or
each of whom owns beneficially more than 1/2 of directors of the Fund or by one or more
1% of such securities, together own beneficially partners or members of the underwriter or
more than 5% of such securities. investment advisor if these owners in the
aggregate own beneficially more than 5%
of the securities of such issuer.
- -------------------------------------------------------------------------------------------------------
TRANSACTIONS WITH CERTAIN
PERSONS.
No Policy/Restriction stated. NON-FUNDAMENTAL
The Fund may not buy from or sell to any
of its officers, directors, employees, or its
investment adviser or any of its officers,
directors, partners or employees, any
securities other than shares of the Fund's
common stock.
- -------------------------------------------------------------------------------------------------------
SENIOR SECURITIES.
No Policy/Restriction stated. FUNDAMENTAL
The Fund may not issue senior securities to
the extent such issuance would violate
applicable law.
- -------------------------------------------------------------------------------------------------------
5
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- ------------------------------------------------------ -----------------------------------------------
- -------------------------------------------------------------------------------------------------------
PURCHASE OF WARRANTS.
No Policy/Restriction stated. NON-FUNDAMENTAL
The Fund may not invest in warrants if, at
the time of the acquisition, its investment
in warrants, valued at the lower of cost or
market, would exceed 5% of the Fund's
total assets (included within such
limitation, but not to exceed 2% of the
Fund's total assets, are warrants which are
not listed on the New York or American
Stock Exchange or a major foreign
exchange).
- -------------------------------------------------------------------------------------------------------
EXHIBIT B
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett U.S. Government Securities Money Market Fund, Inc. -- Class A Shares
- --------------------------------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996 by
and between LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC., a
Maryland corporation (the "Fund"), and LORD ABBETT DIS TRIBUTOR LLC, a New York
limited liability company (the "Distributor").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"); and
the Distributor is the exclusive selling agent of the Fund's Class A shares of
capital stock (the "Shares") pursuant to the Distribution Agreement between the
Fund and the Distributor, dated as of the date hereof (the "Distribution
Agreement"), and
WHEREAS, the Fund desires to adopt a Distribution Plan and Agreement
(the "Plan") with the Distributor, as permitted by Rule 12b-1 under the Act,
pursuant to which the Fund may make certain payments to the Distributor to be
used by the Distributor or paid to institutions and persons permitted by
applicable law and/or rules to receive such payments ("Authorized Institutions")
in connection with sales of Shares and/or servicing of accounts of shareholders
holding Shares.
WHEREAS, the Plan will succeed a Rule 12b-1 Distribution Plan and
Agreement between the Fund and Lord, Abbett & Co. ("Lord Abbett"), an affiliate
of the Distributor.
WHEREAS, the Fund's Board of Directors has determined that there is a
reasonable likelihood that the Plan will benefit the Fund and the holders of
the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and of other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows.
1. The Fund hereby authorizes the Distributor to enter into agreements
with Authorized Institutions (the "Agreements") which may provide for the
payment to such Autho rized Institutions of distribution and service fees which
the Distributor receives from the Fund in order to provide additional incentives
to such Authorized Institutions (i) to sell Shares and (ii) to provide
- --
continuing information and investment services to their accounts holding Shares
and otherwise to encourage their accounts to remain invested in the Shares.
2. The Fund also hereby authorizes the Distributor to use payments
received hereunder from the Fund in order to (a) finance any activity which is
-
primarily intended to result in the sale of Shares and (b) provide continuing
-
information and investment services to shareholder accounts not serviced by
Authorized Institutions receiving a service fee from the Distributor hereunder
and otherwise to encourage such accounts to remain invested in the Shares;
provided that (i) any payments referred to in the foregoing clause (a) shall not
- -------- -
exceed the distribution fee permitted to be paid at the time under paragraph 3
of this Plan and shall be authorized by the Board of Directors of the Fund by a
vote of the kind referred to in paragraph 10 of this Plan and (ii) any payments
--
referred to in clause (b) shall not exceed the service fee permitted to be paid
at the time under paragraph 3 of this Plan.
3. The Fund is authorized to pay the Distributor hereunder for
remittance to Authorized Institutions and/or use by the Distributor pursuant to
this Plan (a) service fees at an annual rate not to exceed .15 of 1% of the
-
average annual net asset value of Shares outstanding. The Board of Directors of
the Fund shall from time to time determine the amounts, within the foregoing
maximum amounts, that the Fund may pay the Distributor hereunder. Any such fees
(which may be waived by the Authorized Institutions in whole or in part) may be
calculated and
paid quarterly or more frequently if approved by the Board of Directors of the
Fund. Such determinations and approvals by the Board of Directors shall be made
and given by votes of the kind referred to in paragraph 10 of this Plan.
4. The net asset value of the Shares shall be determined as provided in
the Articles of Incorporation of the Fund. If the Distributor waives all or a
portion of the fees which are to be paid by the Fund hereunder, the Distributor
shall not be deemed to have waived its rights under this Agreement to have the
Fund pay such fees in the future.
5. The Secretary of the Fund, or in his absence the Chief Financial
Officer, is hereby authorized to direct the disposition of monies paid or
payable by the Fund hereunder and shall provide to the Fund's Board of
Directors, and the Board of Directors shall review, at least quarterly, a
written report of the amounts so expended pursuant to this Plan and the purposes
for which such expenditures were made.
6. Neither this Plan nor any other transaction between the parties
hereto pursuant to this Plan shall be invalidated or in any way affected by the
fact that any or all of the directors, officers, shareholders, or other
representatives of the Fund are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of the
directors, officers, partners, or other representatives of the Distributor are
or may be "interested persons" of the Fund, except as may otherwise be provided
in the Act.
7. The Distributor shall give the Fund the benefit of the Distributor's
best judgment and good faith efforts in rendering services under this Plan.
Other than to abide by the provisions hereof and render the services called for
hereunder in good faith, the Distributor assumes no responsibility under this
Plan and, having so acted, the Distributor shall not be held liable or held
accountable for any mistake of law or fact, or for any loss or damage arising or
resulting therefrom suffered by the Fund or any of the shareholders, creditors,
directors, or officers of the Fund; provided however, that nothing herein shall
be deemed to protect the Distributor against any liability to the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder, or by reason of the reckless disregard
of its obligations and duties hereunder.
8. This Plan shall become effective upon the date hereof, and shall
continue in effect for a period of more than one year from that date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan, cast in person at a meeting called for the purpose of
voting on such renewal.
9. This Plan may not be amended to increase materially the amount to be
spent by the Fund hereunder above the maximum amounts referred to in paragraph 3
of this Plan without a shareholder vote in compliance with Rule 12b-1 and Rule
18f-3 under the Act as in effect at such time, and each material amendment must
be approved by a vote of the Board of Directors of the Fund, including the vote
of a majority of the directors who are not "interested persons" of the Fund and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreement related to this Plan, cast in person at a meeting called for
the purpose of voting on such amendment. Amendments to this Plan which do not
increase materially the amount to be spent by the Fund hereunder above the
maximum amounts referred to in para graph 3 of this Plan may be made pursuant to
paragraph 10 of this Plan.
10. Amendments to this Plan other than material amendments of the kind
referred to in the forgoing paragraph 9 may be adopted by a vote of the Board of
Directors of the Fund, including the vote of a majority of the directors who are
not "interested persons" of the Fund and who have no direct or indirect
financial interest in the operation of this Plan or in any agreement related to
this Plan. The Board of Directors of the Fund may, by such a vote, interpret
this Plan and make all determinations necessary or advisable for its
administration.
2
11. This Plan may be terminated at any time without the payment of any
penalty (a) by the vote of a majority of the directors of the Fund who are not
-
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to the Plan,
or (b) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under
-
the Act as in effect at such time. This Plan shall automatically terminate in
the event of its assignment.
12. So long as this Plan shall remain in effect, the selection and
nomination of those directors of the Fund who are not "interested persons" of
the Fund are committed to the discretion of such disinterested directors. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meanings as those terms are
defined in the Act.
3
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
By:_____________________________
President
ATTEST:
___________________
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:_____________________________
4
EXHIBIT C
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett U.S. Government Securities Money Market Fund, Inc. -- Class C Shares
- --------------------------------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996 by
and between LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC., a
Maryland corporation (the "Fund"), and LORD ABBETT DIS TRIBUTOR LLC, a New York
limited liability company (the "Distributor").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"); and
the Distributor is the exclusive selling agent of the Fund's Class C shares of
capital stock (the "Shares") pursuant to the Distribution Agreement between the
Fund and the Distributor, dated as of the date hereof (the "Distribution
Agreement"), and
WHEREAS, the Fund desires to adopt a Distribution Plan and Agreement
(the "Plan") with the Distributor, as permitted by Rule 12b-1 under the Act,
pursuant to which the Fund may make certain payments to the Distributor to be
used by the Distributor or paid to institutions and persons permitted by
applicable law and/or rules to receive such payments ("Authorized Institutions")
in connection with sales of Shares and/or servicing of accounts of shareholders
holding Shares.
WHEREAS, the Plan will succeed a Rule 12b-1 Distribution Plan and
Agreement between the Fund and Lord, Abbett & Co. ("Lord Abbett"), an affiliate
of the Distributor.
WHEREAS, the Fund's Board of Directors has determined that there is a
reasonable likelihood that the Plan will benefit the Fund and the holders of
the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and of other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows.
1. The Fund hereby authorizes the Distributor to enter into agreements
with Authorized Institutions (the "Agreements") which may provide for the
payment to such Autho rized Institutions of distribution and service fees which
the Distributor receives from the Fund in order to provide additional incentives
to such Authorized Institutions (i) to sell Shares and (ii) to provide
- --
continuing information and investment services to their accounts holding Shares
and otherwise to encourage their accounts to remain invested in the Shares.
2. The Fund also hereby authorizes the Distributor to use payments
received hereunder from the Fund in order to (a) finance any activity which is
-
primarily intended to result in the sale of Shares and (b) provide continuing
-
information and investment services to shareholder accounts not serviced by
Authorized Institutions receiving a service fee from the Distributor hereunder
and otherwise to encourage such accounts to remain invested in the Shares;
provided that (i) any payments referred to in the foregoing clause (a) shall not
- -------- -
exceed the distribution fee permitted to be paid at the time under paragraph 3
of this Plan and shall be authorized by the Board of Directors of the Fund by a
vote of the kind referred to in paragraph 10 of this Plan and (ii) any payments
--
referred to in clause (b) shall not exceed the service fee permitted to be paid
at the time under paragraph 3 of this Plan.
3. The Fund is authorized to pay the Distributor hereunder for
remittance to Authorized Institutions and/or use by the Distributor pursuant to
this Plan (a) service fees at an annual rate not to exceed .25 of 1% of the
-
average annual net asset value of Shares outstanding. The Board of Directors of
the Fund shall from time to time determine the amounts, within the foregoing
maximum amounts, that the Fund may pay the Distributor hereunder. Any such fees
(which may be waived by the Authorized Institutions in whole or in part) may be
calculated and paid quarterly or more frequently if approved by the Board of
Directors of the Fund. Such determinations and approvals by the Board of
Directors shall be made and given by votes of the kind referred to in paragraph
10 of this Plan.
4. The net asset value of the Shares shall be determined as provided in
the Articles of Incorporation of the Fund. If the Distributor waives all or a
portion of the fees which are to be paid by the Fund hereunder, the Distributor
shall not be deemed to have waived its rights under this Agreement to have the
Fund pay such fees in the future.
5. The Secretary of the Fund, or in his absence the Chief Financial
Officer, is hereby authorized to direct the disposition of monies paid or
payable by the Fund hereunder and shall provide to the Fund's Board of
Directors, and the Board of Directors shall review, at least quarterly, a
written report of the amounts so expended pursuant to this Plan and the purposes
for which such expenditures were made.
6. Neither this Plan nor any other transaction between the parties
hereto pursuant to this Plan shall be invalidated or in any way affected by the
fact that any or all of the directors, officers, shareholders, or other
representatives of the Fund are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of the
directors, officers, partners, or other representatives of the Distributor are
or may be "interested persons" of the Fund, except as may otherwise be provided
in the Act.
7. The Distributor shall give the Fund the benefit of the Distributor's
best judgment and good faith efforts in rendering services under this Plan.
Other than to abide by the provisions hereof and render the services called for
hereunder in good faith, the Distributor assumes no responsibility under this
Plan and, having so acted, the Distributor shall not be held liable or held
accountable for any mistake of law or fact, or for any loss or damage arising or
resulting therefrom suffered by the Fund or any of the shareholders, creditors,
directors, or officers of the Fund; provided however, that nothing herein shall
be deemed to protect the Distributor against any liability to the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder, or by reason of the reckless disregard
of its obligations and duties hereunder.
8. This Plan shall become effective upon the date hereof, and shall
continue in effect for a period of more than one year from that date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan, cast in person at a meeting called for the purpose of
voting on such renewal.
9. This Plan may not be amended to increase materially the amount to be
spent by the Fund hereunder above the maximum amounts referred to in paragraph 3
of this Plan without a shareholder vote in compliance with Rule 12b-1 and Rule
18f-3 under the Act as in effect at such time, and each material amendment must
be approved by a vote of the Board of Directors of the Fund, including the vote
of a majority of the directors who are not "interested persons" of the Fund and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreement related to this Plan, cast in person at a meeting called for
the purpose of voting on such amendment. Amendments to this Plan which do not
increase materially the amount to be spent by the Fund hereunder above the
maximum amounts referred to in para graph 3 of this Plan may be made pursuant to
paragraph 10 of this Plan.
10. Amendments to this Plan other than material amendments of the kind
referred to in the forgoing paragraph 9 may be adopted by a vote of the Board of
Directors of the Fund, including the vote of a majority of the directors who are
not "interested persons" of the Fund and who have no direct or indirect
financial interest in the operation of this Plan or in any
2
agreement related to this Plan. The Board of Directors of the Fund may, by such
a vote, interpret this Plan and make all determinations necessary or advisable
for its administration.
11. This Plan may be terminated at any time without the payment of any
penalty (a) by the vote of a majority of the directors of the Fund who are not
-
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to the Plan,
or (b) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under
-
the Act as in effect at such time. This Plan shall automatically terminate in
the event of its assignment.
12. So long as this Plan shall remain in effect, the selection and
nomination of those directors of the Fund who are not "interested persons" of
the Fund are committed to the discretion of such disinterested directors. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meanings as those terms are
defined in the Act.
3
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET
FUND, INC.
By:_____________________________
President
ATTEST:
___________________
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:_____________________________
4
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION OF THE FUND AUTHORIZING THE
BOARD OF DIRECTORS TO CREATE NEW CLASSES AND SERIES OF SHARES OF THE CAPITAL
STOCK OF THE FUND AND CONFIRMING THAT THE FUND MAY IMPOSE CONTINGENT DEFERRED
SALES CHARGES IN CONNECTION WITH ITS RULE 12B-1 PLANS
The following text shows those provisions of the Articles of Incorporation of
the Fund that are to be amended; the text that is lined through shows deletions
and the text that is double underlined indicates additions.
ARTICLE V
SECTION 1. The total number of shares which the Corporation has
authority to issue is 1,000,000,000 shares of capital stock of the par value of
$.001 each, having an aggregate par value of $1,000,000 initially classified
into one series, of which 960,000,000 shares of capital stock are initially
classified as Class A shares and 40,000,000 shares of capital stock are
initially classified as Class C shares. The Board of Directors of the
Corporation shall have full power and authority, from time to time, to classify
or reclassify any unissued shares of stock of the Corporation, including,
without limitation, the power to classify or reclassify unissued shares into
series, and to classify or reclassify a series into one or more classes of stock
that may be invested together in the common investment portfolio in which the
series is invested, by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such shares of stock.
All shares of stock of a series shall represent the same interest in the
Corporation and have the same preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption as the other shares of stock of that series, except to
the extent that the Board of Directors provides for differing preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of shares of
stock of classes of such series as determined pursuant to Articles Supplementary
filed for record with the State Department of Assessments and Taxation of
Maryland, or as otherwise determined pursuant to these Articles or by the Board
of Directors in accordance with law. Notwithstanding any other provision of
these Articles, upon the first classi fication of unissued shares of stock into
additional series, the Board of Directors shall specify a legal name for the
outstanding series, as well as for the new series, in appropriate charter
documents filed for record with the State Department of Assessments and Taxation
of Maryland providing for such name change and classification, and upon any
further classification of the shares into additional classes, the Board of
Directors shall specify a legal name for the new class or classes in appropriate
charter documents filed for record with the State Department of Assessments and
Taxation of Maryland providing for such name change and classification.
SECTION 2. A description of the relative preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of all series and classes
of series of shares is as follows, unless otherwise set forth in Articles
Supplementary filed for record with the State Department of Assessments and
Taxation of Maryland or otherwise determined pursuant to these Articles:
5
(a) Assets Belonging to Series. All consideration received or
receivable by the Corporation for the issuance or sale of shares of a particular
series, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that series for all purposes,
subject only to the rights of creditors, and shall be so recorded upon the books
of account of the Corporation. Such consideration, assets, income, earnings,
profits and proceeds, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, together with
any unallocated items (as hereinafter defined) relating to that series as
provided in the following sen tence, are herein referred to as "assets belonging
to" that series. In the event that there are any assets, income, earnings,
profits or proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular series (collectively "Unallocated
Items"), the Board of Directors shall allocate such Unallocated Items to and
among any one or more of the series created from time to time in such manner and
on such basis as it, in its sole discretion, deems fair and equitable; and any
Unallocated Items so allocated to a particular series shall belong to that
series. Each such allocation by the Board of Directors shall be conclusive and
binding upon the stockholders of all series for all purposes.
(b) Liabilities Belonging to Series. The assets belonging to each
particular series shall be charged with the liabilities of the Corporation in
respect of that series, including any class thereof, and with all expenses,
costs, charges and reserves attributable to that series, including any such
class, and shall be so recorded upon the books of account of the Corporation.
Such liabilities, expenses, costs, charges and reserves, together with any
unallo cated items (as hereinafter defined) relating to that series, including
any class thereof, as provided in the following sentence, so charged to that
series, are herein referred to as "liabilities belonging to" that series. In
the event there are any unallocated liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily identifiable as belonging to
any particular series (collectively "Unallocated Items"), the Board of
Directors shall allocate and charge such Unallocated Items to and among any one
or more of the series
6
created from time to time in such manner and on such basis as the Board of
Directors in its sole discretion deems fair and equitable; and any Unallocated
Items so allocated and charged to a particular series shall belong to that
series. Each such allocation by the Board of Directors shall be conclusive and
binding upon the stockholders of all series for all purposes. To the extent
determined by the Board of Directors, liabilities and expenses relating solely
to a particular class (including, without limitation, distribution expenses
under a Rule 12b-1 plan and administrative expenses under an administration or
service agreement, plan or other arrangement, however designated, which may be
adopted for such class) shall be allocated to and borne by such class and shall
be appropriately reflected (in the manner determined by the Board of Directors)
in the net asset value, dividends and distributions and liquidation rights of
the shares of such class.
(c) Dividends. Dividends and distributions on shares of a particular
series may be paid to the holders of shares of that series at such times, in
such manner and from such of the income and capital gains, accrued or realized,
from the assets belonging to that series, after providing for actual and accrued
liabilities belonging to that series, as the Board of Directors may determine.
Such dividends and distributions may vary between or among classes of a series
to reflect differing allocations of liabilities and expenses of such series
between or among such classes to such extent as may be provided in or determined
pursuant to Articles Supplementary filed for record with the State Department of
Assessments and Taxation of Maryland or as may otherwise be determined by the
Board of Directors.
(d) Liquidation. In the event of the liquidation or dissolution of
the Corporation, the stockholders of each series shall be entitled to receive,
as a series, when and as declared by the Board of Directors, the excess of the
assets belonging to that series over the liabilities belonging to that series.
The assets so distributable to the stockholders of one or more classes of a
series shall be distributed among such stockholders in proportion to the
respective aggregate net asset values of the shares of such series held by them
and recorded on the books of the Corporation.
(e) Voting. On each matter submitted to vote of the stockholders,
each holder of a share shall be entitled to one vote for each such share
standing in his name on the books of the Corporation irrespective of the series
or
7
class thereof and all shares of all series and classes shall vote as a single
class ("Single Class Voting"); provided, however, that (i) as to any matter with
respect to which a separate vote of any series or class is required by the
Investment Company Act of 1940, as amended from time to time, applicable rules
and regulations thereunder, or the Maryland General Corporation Law, such
requirement as to a separate vote of that series or class shall apply in lieu of
Single Class Voting as described above; (ii) in the event that the separate vote
requirements referred to in (i) above apply with respect to one or more (but
less than all) series or classes, then, subject to (iii) below, the shares of
all other series and classes shall vote as a single class; and (iii) as to any
matter which does not affect the interest of a particular series or class, only
the holders of shares of the one or more affected series or classes shall be
entitled to vote.
(f) Conversion. At such times (which times may vary among shares of a
class) as may be determined by the Board of Directors, shares of a particular
class of a series may be automatically converted into shares of another class of
such series based on the relative net asset values of such classes at the time
of conversion, subject, however, to any conditions of conversion that may be
imposed by the Board of Directors.
SECTION 3. Each share of the capital stock of the Corporation shall
be subject to the following provisions:
(a) All shares of the capital stock of the Corporation now or
hereafter authorized shall be subject to redemption and redeemable at the option
of the stockholder, in the sense used in the General Laws of the State of
Maryland authorizing the formation of corporations. Each holder of the shares of
capital stock of the Corporation, upon request to the Corporation accompanied by
surrender (to the Corporation, or an agent designated by it) of the appropriate
stock certificate or certificates, if any, in proper form for transfer, and such
other instruments as the Board of Directors may require, shall be entitled to
require the Corporation to redeem all or any part of the shares of capital stock
outstanding in the name of such holder on the books of the Corporation,
at a redemption price equal to the net asset value of such shares determined as
hereinafter set forth. Notwithstanding the foregoing, the
Corporation may deduct from the proceeds otherwise due to any stockholder
requiring the Corporation to redeem shares a redemption charge not to exceed one
percent (1%) of such net asset value
8
or a reimbursement charge, a deferred sales charge or other charge that is
integral to the Corporation's distribution program (which charges may vary
within and among series and classes) as may be established from time to time by
the Board of Directors.
SECTION 4. Notwithstanding any provision of law requiring any action
to be taken or authorized by the affirmative vote of the holders of a designated
proportion greater than a majority of the shares or votes entitled to be cast,
such action shall be effective and valid if taken or authorized by the
affirmative vote of the holders of a majority of the total number of shares
outstanding and entitled to vote thereon pursuant to the provisions of these
Articles of Incorporation.
SECTION 5. No holder of stock of the Corporation shall, as such holder,
have any right to purchase or subscribe for any shares of the capital stock of
the Corporation which it may issue or sell (whether out of the number of shares
now or hereafter authorized by these Articles of Incorporation, or any amendment
thereof, or out of any shares of the capital stock of the Corporation acquired
by it after the issue thereof, or otherwise) other than such right, if any, as
the Board of Directors, in its discretion, may determine.
ARTICLE VII
(g) To authorize any agreement of the character described in subsection (e) or
(f) of this Section 1 with any person, corporation, association,
partnership or other organization, although one or more of the members of
the Board of Directors or officers of the Corporation may be the other
party to any such agreement or an officer, director, shareholder, or member
of such other party, and no such agreement shall be invalidated or rendered
voidable by reason of the existence of any such relationship. Any director
of the Corporation who is also a director, officer, shareholder, or member
of such other party may be counted in determining the existence of a quorum
at any meeting of the Board of Directors which shall authorize any such
agreement, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not such director,
officer, shareholder, or member of such other party. Any agreement entered
into pursuant to said subsections (e) or (f), shall be consistent with and
subject to the requirements of of the Investment Company Act of 1940, as
amended from time to time, applicable rules and regulations thereunder, or
any other applicable Act of Congress hereafter enacted, and no amendment to
any agreement entered into pursuant to
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said subsection (e) (other than an amendment reducing the compensation of
the other party thereto) shall be effective unless assented to by the
affirmative vote of a majority of the outstanding voting securities of the
Corporation, (as such phrase is defined in the Investment Company Act of
1940, as amended from time to time) entitled to vote on the matter.
SECTION 3. For the purposes referred to in these Articles of
Incorporation, the net asset value of shares of the capital stock of the
Corporation of each series and class as of any particular time (a "determination
time") shall be determined by or pursuant to the direction of the Board of
Directors as follows:
(a) At times when a series is not classified into multiple classes,
the net asset value of each share of stock of a series, as of a determination
time, shall be the quotient, carried out to not less than two decimal points,
obtained by dividing the net value of the assets of the Corporation belonging to
that series (determined as hereinafter provided) as of such determination time
by the total number of shares of that series then outstanding, including all
shares of that series which the Corporation has agreed to sell for which the
price has been determined, and excluding shares of that series which the
Corporation has agreed to purchase or which are subject to redemption for which
the price has been determined.
The net value of the assets of the Corporation of a series as of a determination
time shall be determined in accordance with sound accounting practice by
deducting from the gross value of the assets of the Corporation belonging to
that series (determined as hereinafter provided), the amount of all liabilities
belonging to that series (as such terms are defined in subsection (b) of Section
2 of Article V), in each case as of such determination time.
The gross value of the assets of the Corporation belonging to a series as of
such determination time shall be an amount equal to all cash, receivables, the
market value of all securities for which market quotations are readily available
and the fair value of other assets of the Corporation belonging to that
10
series (as such terms are defined in subsection (a) of Section 2 of Article V)
at such determination time, all determined in accordance with sound accounting
practice and giving effect to the following:
(b) At times when a series is classified into multiple classes, the net asset
value of each share of stock of a class of such series shall be determined in
accordance with subsections (a) and (c) of this Section 3 with appropriate
adjustments to reflect differing allocations of liabilities and expenses of such
series between or among such classes to such extent as may be provided in or
determined pursuant to Articles Supplementary filed for record with the State
Department of Assessments and Taxation of Maryland or as may otherwise be
determined by the Board of Directors.
(c) The Board of Directors is empowered, in its discretion, to establish other
methods for determining such net asset value whenever such other methods
are deemed by it to be necessary or desirable, including, but without
limiting the generality of the foregoing, any method deemed necessary or
desirable in order to enable the Corporation to comply with any provision
of the Investment Company Act of 1940 or any rule or regulation thereunder.
SECTION 4. The presence in person or by proxy of the holders of one-
third of the shares of capital stock of the Corporation issued and outstanding
and entitled to vote thereat shall constitute a quorum for the transaction of
any business at all meetings of the shareholders, except as otherwise provided
by law or in these Articles of Incorporation and except that where the holders
of shares of stock of any series or class are entitled to a separate vote as
such series or class (each such series or class, a "Separate Class") or where
the holders of shares of stock of two or more (but not all) series or classes
are required to vote as a single series or class (each such single series or
class, a "Combined Class"), the presence in person or by proxy of the holders of
one-third of the shares of stock of that Separate Class or Combined Class, as
the case may be, issued and outstanding and entitled to vote thereat shall
constitute a quorum for such vote. If, however, a quorum with respect to all
series, including all classes thereof, a Separate Class or a Combined Class, as
the case may be, shall not be present or represented at any meeting of the
shareholders, the holders of a majority of the shares of stock of all series,
such Separate Class or such Combined Class, as the case may be, present in
person or by proxy and entitled to vote shall have power to adjourn the meeting
from time to time as to all series, such Separate Class or such Combined Class,
as the case may be, without notice other than announcement at the meeting, until
the requisite number of shares of the capital stock of the Corporation entitled
to vote at such meeting shall be present. At such adjourned meeting at which
the requisite number of shares of the capital stock of the Corporation entitled
to vote thereat shall be represented any business may be transacted which might
have been transacted at the meeting as originally notified. The absence from any
meeting of stockholders of the number of shares of capital
11
stock of the Corporation in excess of one-third of the shares of stock of all
series or classes, or of the affected series or classes, as the case may be,
which may be required by the laws of the State of Maryland, the Investment
Company Act of 1940 or any other applicable law, or by these Articles of
Incorporation, for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
the number of shares of stock of the Corporation required for action in respect
of such other matter or matters.
SECTION 5. Any determination as to any of the following matters made by
or pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the Corporation and every holder of shares of its
capital stock of the Corporation, of any series or class, namely, the amount of
the assets, obligations, liabilities and expenses of the Corporation or
belonging to any series or with respect to any class; the amount of the net
income of the Corporation from dividends and interest for any period and the
amount of assets at any time legally available for the payment of dividends with
respect to any series or class; the amount of paid-in surplus, other surplus,
annual or other net profits, or net assets in excess of capital, undivided
profits, or excess of profits over losses on sales of securities belonging to
the Corporation or any series or class; the amount, purpose, time of creation,
increase or decrease, alteration or cancellation of any reserves or charges and
the propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged)
with respect to the Corporation or any series or class; the market value, or any
sale, bid or asked price to be applied in determining the market value, of any
security owned or held by the Corporation; the fair value of any other asset
owned by the Corporation; the number of shares of stock of any series or class
issued or issuable; the existence of conditions permitting the postponement of
payment of the repurchase price of shares of stock of any series or class or the
suspension of the right of redemption as provided by law; any matter relating to
the acquisition, holding and disposition of securities and other assets by the
Corporation; any question as to whether any transaction constitutes a purchase
of securities on margin, a short sale of securities, or an underwriting of the
sale of, or participation in any underwriting or selling group in connection
with the public distribution of, any securities; and any matter relating to the
issue, sale, repurchase and/or other acquisition or disposition of shares of
stock of any series or class.
SECTION 6. The Corporation is adopting its corporate title through
permission of the firm Lord, Abbett & Co., and if it shall enter into a
management or advisory contract with such firm or a subsidiary of affiliate of
such firm, or a successor, the Corporation shall make appropriate agreements
that upon the termination of such contract for any cause, or if such firm or
subsidiary or affiliate or successor deems it advisable to with-draw the right
to the use of its name, the Corporation will, at the request of such firm or
subsidiary or affiliate or successor, take such action as may be necessary to
change its name to eliminate all use of or reference to the words "Lord Abbett"
in any form and will neither use the registered service market of Lord, Abbett &
Co., without the written consent of such firm or subsidiary or affiliate or
successor. The Corporation shall also agree in such contract
12
that investment companies other than the Corporation for which such firm or
subsidiary or affiliate or successor may act as investment adviser, and other
companies affiliated with Lord, Abbett & Co., may be formed with the words "Lord
Abbett" in their corporate titles. Such agreements on the part of the
Corporation are hereby made binding upon it, its directors, officers,
stockholders, creditors and all other persons claiming under or through it.
The Articles of Amendment which set forth the amended provisions above also
provide as follows:
Each share (including for this purpose a fraction of a share) of capital stock
issued and outstanding prior to these Articles of Amendment becoming effective
(other than shares that were issued in connection with an exchange of shares
held in Lord Abbett Securities Trust, a Delaware business trust (each such
share, a "Securities Trust Share" and collectively, the "Securities Trust
Shares")) shall, at the time these Articles of Amendment become effective, be
reclassified automatically, and without any action or choice on the part of the
holder, into a Class A share (or the same fraction of a Class A share) of the
initial series of capital stock. Each Securities Trust Share issued and
outstanding prior to these Articles of Amendment becoming effective shall, at
such effective time, be reclassified automatically, and without any action or
choice on the part of the holder, into a Class C share (or the same fraction of
a Class C share). Outstanding certificates representing issued and outstanding
shares of capital stock of the Corporation immediately prior to these Articles
of Amendment becoming effective shall, upon these Articles of Amendment becoming
effective, be deemed to represent the same number of Class A shares or Class C
shares, as the case may be, of the initial series of capital stock. If the
Corporation issues stock certificates upon the request of a stockholder,
certificates representing outstanding Class A shares and Class C shares of the
initial series of capital stock resulting from the aforesaid reclassification
need not be issued until certificates representing the shares of capital stock
of the Corporation so reclassified, if issued, have been received by the
Corporation or its agent duly endorsed for transfer. The Class A shares and
Class C shares of the initial series of capital stock shall have the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption as set forth in the charter of the Corporation, as herein amended, or
as determined by the Board of Directors pursuant thereto.
13
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 1996
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
Class A Shares
The undersigned hereby appoints KENNETH B. CUTLER, ROBERT S. DOW and RONALD P.
LYNCH and each of them proxies, with full power of substitution, to vote
(according to the number of votes which the undersigned would be entitled to
cast if then personally present) at the annual meeting of shareholders of LORD
ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC. (the "Fund") on June
19, 1996, including all adjournments, as specified below, and in their
discretion upon such other business as may properly be brought before the
meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH RECOMMENDS
THAT YOU VOTE FOR PROPOSALS 1-5.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE OF THE UNDERSIGNED
IS TO BE CAST FOR ALL PROPOSALS LISTED BELOW.
1. Election of Directors:
For [ ] Without Authority [ ] For All Except [ ] (NOTE: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Ronald P. Lynch, Robert S. Dow, E. Thayer Bigelow, Stewart S. Dixon, John C.
Jansing, C. Alan MacDonald, Hansel B. Millican, Jr. and Thomas J. Neff.
2. For [ ] Against [ ] Abstain [ ] To ratify the selection of Deloitte & Touche
LLP as independent public accountants of the Fund for the fiscal year ending
June 30, 1996.
3. For [ ] Against [ ] Abstain [ ] To approve or disapprove the proposed
changes in the Fund's fundamental investment policies and restrictions, as
described in the proxy statement.
4. For [ ] Against [ ] Abstain [ ] To approve or disapprove the proposed new
Class A Share Distribution Plan and Agreement pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as described in the proxy statement.
5. For [ ] Against [ ] Abstain [ ] To approve or disapprove an amendment to the
Fund's Articles of Incorporation (i) authorizing the Board of Directors to
create new classes and series of shares of capital stock; and (ii)
confirming that the board may impose contingent deferred sales charges in
connection with new classes of shares to be created, as described in the
proxy statement.
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE POSTAGE PAID RETURN ENVELOPE
PROVIDED.
For information as to the voting of stock registered in more than one
name, see page 1 of the proxy statement. 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.
Date:......................................................
Signature(s) of Shareholder(s) as shown at left
.............................................................
.............................................................
(Please read other side)
2