SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)

Filed by the registrant [X]

Filed by a Party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-b(e)(2))

LORD ABBETT AFFILIATED FUND, INC.
LORD ABBETT BOND-DEBENTURE FUND, INC.
LORD ABBETT DEVELOPING GROWTH FUND, INC.
LORD ABBETT GLOBAL FUND, INC.
LORD ABBETT INVESTMENT TRUST
LORD ABBETT MID-CAP VALUE FUND, INC.
LORD ABBETT RESEARCH FUND, INC.
LORD ABBETT TAX-FREE INCOME FUND, INC.
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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:

LORD ABBETT AFFILIATED FUND, INC.
LORD ABBETT BOND-DEBENTURE FUND, INC.
LORD ABBETT DEVELOPING GROWTH FUND, INC.
LORD ABBETT GLOBAL FUND, INC.
Equity Series
Income Series
LORD ABBETT INVESTMENT TRUST
Balanced Series
Lord Abbett Core Fixed Income Fund
Lord Abbett High Yield Fund
Limited Duration U.S. Government Securities Series
Lord Abbett Total Return Fund
U.S. Government Securities Series
LORD ABBETT MID-CAP VALUE FUND, INC.
LORD ABBETT RESEARCH FUND, INC.
Lord Abbett Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord Abbett America's Value Fund
LORD ABBETT TAX-FREE INCOME FUND, INC.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Texas Tax-Free Income Fund
Lord Abbett Washington Tax-Free Income Fund
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.

90 Hudson Street
Jersey City, New Jersey 07302-3973
800-201-6984

May 29, 2002

Dear Fellow Shareholder:

Here's news you'll be interested in as a shareholder ("Shareholder") of one or
more of the above-listed Lord Abbett investment companies (each, a "Fund,"
which term includes the individual series of the above-listed series funds or
trusts, and collectively, the "Funds").

You are cordially invited to attend a Meeting of Shareholders (the "Meeting")
that will take place:

o Date and Time: July 18, 2002, at 11:00 a.m.

o Location: 90 Hudson Street
Jersey City, New Jersey 07302-3973

The Meeting's agenda includes a Shareholder vote to:

o Elect the members of each Fund's Board of Directors/Trustees (the
"Board").

o Transact such other business as may properly come before the Meeting
and any adjournments thereof.

The proposals that Fund Shareholders will put to a vote on July 18, 2002 are
described in the enclosed Combined Proxy Statement. I encourage you to review
this document to help ensure that your votes really count, no matter how many
Fund shares you own. At your earliest convenience, please vote your Fund shares
by telephone or the Internet, or sign, date, and mail the enclosed proxy card
in the postage-paid return envelope. We must receive your proxy card on or
before 11:00 a.m. on July 18, 2002 in order to count your vote. Or, if you
prefer, you may vote in person at the Meeting.

You may vote in any one of four ways:

o Via the Internet using the web address shown on your proxy card.

o By telephone, with a toll-free call to the telephone number listed on
your proxy card.

o By mail, using the enclosed ballot.

o In person at the Meeting.

We encourage you to vote via the Internet or by telephone, using the "control"
number that appears on your proxy card. These voting methods will save the
Funds a good deal of money that otherwise would be spent on postage. Regardless
of the method you choose, however, please take the time to read the full text
of the enclosed Combined Proxy Statement before voting.

TO ENSURE THAT YOUR VOTE IS COUNTED, IT IS IMPORTANT THAT YOU:

1. Review the enclosed Combined Proxy Statement;

2. Vote via the Internet or by telephone; or

3. Complete and sign the enclosed proxy card, and return the proxy card
in the enclosed envelope as soon as possible.

Your prompt response will help save the Funds the expense of additional
solicitations.

We encourage you to review the enclosed materials and vote in favor of these
proposals.

If you have any questions regarding the Meeting or need assistance in voting,
please contact us at 888-L-ABBETT (888-522-2388).

Sincerely,

/s/ Robert S. Dow
---------------------
Robert S. Dow
Chairman of the Board

90 Hudson Street
Jersey City, New Jersey 07302-3973

-----------------------------------------
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held July 18, 2002
-----------------------------------------
NOTICE IS HEREBY GIVEN of a Meeting of the Shareholders of each of the
above-listed Lord Abbett-Sponsored Funds. The Meeting will be held at 90 Hudson
Street, Jersey City, New Jersey, 07302-3973, on July 18, 2002, at 11:00 a.m.,
for the following purposes:

o To elect the members of each Fund's Board of Directors/Trustees.

o To transact such other business as may properly come before the
Meeting and any adjournments thereof.

By order of the Boards of Directors/Trustees

/s/ Paul A. Hilstad
------------------------------------
Paul A. Hilstad
Vice President and Secretary
May 29, 2002

-----------------------------------------
COMBINED PROXY STATEMENT

May 29, 2002
-----------------------------------------

MEETING OF SHAREHOLDERS
JULY 18, 2002

TABLE OF CONTENTS

INTRODUCTION .......................................................... 3
PROPOSAL 1: TO ELECT THE MEMBERS OF EACH FUND'S
BOARD OF DIRECTORS/TRUSTEES ............................... 5
INDEPENDENT AUDITORS .................................................. 7
ADDITIONAL INFORMATION ................................................ 8
Exhibit A -- Shares Outstanding as of May 8, 2002 ..................... A-1
Exhibit B -- Shareholders Beneficially Owning More Than 5% of a
Fund ..................................................... B-1
Exhibit C -- Information Pertaining to Board Member Nominees .......... C-1
Exhibit D -- Length of Service of Board Member Nominees ............... D-1
Exhibit E -- Security Ownership of Management ......................... E-1
Exhibit F -- Aggregate Dollar Range of Equity Ownership by Board
Member Nominees .......................................... F-1
Exhibit G -- Board and Committee Meetings ............................. G-1
Exhibit H -- Compensation of Independent Board Members ................ H-1
Exhibit I -- Information Pertaining to Officers of the Funds .......... I-1

The Funds will be referred to throughout this Combined Proxy Statement as
listed below:

Terms Used in this
Fund Combined Proxy Statement
- -------------------------------------------------------- -------------------------

Lord Abbett Affiliated Fund, Inc. ...................... Affiliated Fund
Lord Abbett Bond-Debenture Fund, Inc. .................. Bond-Debenture
Lord Abbett Developing Growth Fund, Inc. ............... Developing Growth
Lord Abbett Global Fund, Inc. .......................... Global Fund
Equity Series ........................................ Global Equity
Income Series ........................................ Global Income
Lord Abbett Investment Trust ........................... Investment Trust
Balanced Series ...................................... Balanced Fund
Lord Abbett Core Fixed Income Fund ................... Core Fixed Income
Lord Abbett High Yield Fund .......................... High Yield
Limited Duration U.S. Government Securities
Series ............................................. Limited Duration
Lord Abbett Total Return Fund ........................ Total Return
U.S. Government Securities Series .................... US Government Fund
Lord Abbett Mid-Cap Value Fund, Inc. ................... Mid-Cap Value
Lord Abbett Research Fund, Inc. ........................ Research Fund
Lord Abbett Growth Opportunities Fund ................ Growth Opportunities
Large-Cap Series ..................................... Large-Cap Research
Small-Cap Value Series ............................... Small-Cap Value
Lord Abbett America's Value Fund ..................... America's Value
Lord Abbett Tax-Free Income Fund, Inc. ................. Tax-Free Fund
Lord Abbett California Tax-Free Income Fund .......... CA Tax-Free
Lord Abbett Connecticut Tax-Free Income Fund ......... CT Tax-Free
Lord Abbett Hawaii Tax-Free Income Fund .............. HI Tax-Free
Lord Abbett Minnesota Tax-Free Income Fund ........... MN Tax-Free
Lord Abbett Missouri Tax-Free Income Fund ............ MO Tax-Free
Lord Abbett National Tax-Free Income Fund ............ National Tax-Free
Lord Abbett New Jersey Tax-Free Income Fund .......... NJ Tax-Free
Lord Abbett New York Tax-Free Income Fund ............ NY Tax-Free
Lord Abbett Texas Tax-Free Income Fund ............... TX Tax-Free
Lord Abbett Washington Tax-Free Income Fund .......... WA Tax-Free
Lord Abbett U.S. Government Securities Money
Market Fund, Inc. .................................... US Money Market

INTRODUCTION

This Combined Proxy Statement is furnished in connection with the solicitation
of proxies by and on behalf of the Boards (which term as used herein refers to
the Board of Trustees or the Board of Directors, as applicable) of the
above-listed funds (each, a "Fund," which term includes the individual series
of the above-listed Funds, where applicable, and collectively, the "Funds") to
be voted at a Meeting of the Funds, to be held on July 18, 2002, at 11:00 a.m.,
at 90 Hudson Street, Jersey City, New Jersey, 07302-3973 (the "Meeting"), and
at any adjournments thereof.

Each Fund is a diversified (other than Global Income, CA Tax-Free, CT Tax-Free,
HI Tax-Free, MN Tax-Free, MO Tax-Free, NJ Tax-Free, NY Tax-Free, TX Tax-Free,
and WA Tax-Free, each of which is a non-diversified) open-end management
investment company. Each Fund is organized as a Maryland corporation or a
series thereof, with the exception of Investment Trust, which is organized as a
Delaware business trust. The Boards have fixed the close of business on May 8,
2002 (the "Record Date"), as the record date for determination of shareholders
of the Funds entitled to notice of, and to vote at, the Meeting
("Shareholders"). As of May 8, 2002, there were issued and outstanding for each
Fund the number of shares identified in Exhibit A. A list of the Shareholders
of record will be available for inspection at the offices of Lord, Abbett &
Co., 90 Hudson Street, Jersey City, New Jersey, 07302-3973, until the date of
the Meeting. For ease and clarity of presentation, shares of common stock and
shares of beneficial interest are referred to herein as "Shares," holders of
Shares as of the Record Date are referred to as "Shareholders," and the
trustees or directors of each Fund are referred to as "Board Members." Only
Shareholders of record at the close of business on the Record Date are entitled
to notice of, and to vote at, the Meeting or any adjournment thereof. This
Combined Proxy Statement and the enclosed proxy card are first being mailed to
Shareholders on or about May 29, 2002.

The Funds may request brokerage houses, custodians, nominees, and fiduciaries
who are shareholders of record to forward proxy materials to beneficial owners.
The Funds will reimburse these persons for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the Shares
of the Funds. The cost of the solicitation will be borne by the Funds.

It is expected that the solicitation of proxies will be primarily by mail.
Officers and service contractors of the Funds also may solicit proxies by
telephone, facsimile, or personal interview. Authorizations for another person
to execute proxies may be obtained by telephonic or electronically transmitted
instructions in accordance with procedures designed to authenticate the
Shareholder's identity. In all cases where a telephonic proxy is solicited, the
Shareholder will be asked to provide his or her address, Social Security Number
(in the case of an individual) or taxpayer identification number (in the case
of an entity) and the

number of Shares owned and to confirm that the Shareholder has received the
Combined Proxy Statement and proxy card in the mail. Within 72 hours of
receiving a Shareholder's telephonic or electronically transmitted voting
instructions, a confirmation will be sent to the Shareholder to ensure that the
vote has been taken in accordance with the Shareholder's instructions and to
provide a telephone number to call immediately if the Shareholder's
instructions are not correctly reflected in the confirmation. Shareholders
requiring further information as to telephonic or electronically transmitted
voting instructions or the proxy generally should contact the Funds toll-free
at 888-522-2388. Any Shareholder giving a proxy may revoke it at any time
before it is exercised by submitting to the applicable Fund the written notice
of revocation or subsequently executed proxy, or by attending the Meeting and
voting in person.

Shareholders are entitled to one vote for each full Share, and a proportionate
vote for each fractional Share, of each Fund held as of the Record Date. Under
Delaware law, shares owned by two or more persons (whether as joint tenants,
co-fiduciaries, or otherwise) will be voted as follows, unless a written
instrument or court order providing to the contrary has been filed with the
Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more
than one votes, the vote of the majority binds all; and (3) if more than one
votes and the vote is evenly divided, the vote will be cast proportionately.
Under Maryland law, shares owned by two or more persons (whether as joint
tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a
written instrument or court order providing to the contrary has been filed with
the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if
more than one votes, the vote of the majority binds all; and (3) if more than
one votes and the vote is evenly divided, each faction may vote the stock in
question proportionally or any person voting the stock or any beneficiary may
apply to a court of competent jurisdiction to appoint an additional person to
act with the persons voting the stock and the stock shall then be voted as
determined by a majority of those persons and the person appointed by the
court. If the enclosed form of proxy is properly executed and returned in time
to be voted at the Meeting, the proxies named therein will vote the Shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted FOR the items described in this Combined Proxy
Statement and any other matters as deemed appropriate.

Security ownership of certain beneficial owners. Exhibit B lists the beneficial
owners of more than 5% of any Fund as of April 30, 2002. Except as shown in
that Exhibit, to the knowledge of the applicable Fund, as of April 30, 2002, no
person is a beneficial owner of more than 5% of the outstanding Shares of any
Fund, as applicable.

PROPOSAL 1.

TO ELECT THE MEMBERS OF EACH FUND'S
BOARD OF DIRECTORS/TRUSTEES

Each Fund's Board is responsible for the management of the business and affairs
of the Fund in accordance with the laws of its state of organization. The Board
of each Fund appoints officers who are responsible for the day-to-day
operations of the Fund and who execute policies authorized by the Board.

Each Fund's Board has proposed a slate of nine nominees to serve on the Board
of each Fund, each to hold office until his successors are elected and
qualified or until his earlier resignation or removal. It is intended that all
properly executed proxies will be voted (unless such authority has been
withheld in the proxy or revoked as described herein) "FOR" the following Board
Member nominees: E. Thayer Bigelow, William H.T. Bush, Robert B. Calhoun, Jr.,
Stewart S. Dixon, Robert S. Dow, Franklin W. Hobbs, C. Alan MacDonald, Thomas
J. Neff, and James F. Orr, III. Certain biographical and other information
relating to the Board Member nominees is set forth in Exhibits C and D. Each of
the nominees listed above are also being nominated as a Trustee of Lord Abbett
Tax-Free Income Trust.

The Funds' Boards know of no reason why any of these nominees will be unable to
serve, but in the event of any such unavailability, the proxies received will
be voted for such substitute nominee or nominees as may be appointed.

Security ownership of management. Exhibits E and F provide information about
the beneficial ownership of Shares of each Fund by the Fund's Board Member
nominees, as applicable, including the aggregate dollar range of equity
ownership in each Fund and other Lord Abbett-sponsored funds, as of April 30,
2002. Except as shown in Exhibit E, as of April 30, 2002, the Fund's Board
Members and executive officers owned, as a group, less than 1% of the issued
and outstanding Shares of each Fund.

Board and Committee Meetings

During each Fund's previous fiscal year, the Board of such Fund held the number
of regularly scheduled and special meetings indicated in Exhibit G. Each of the
Board Members then in office attended at least 75 percent of the aggregate of
the total number of meetings of the Boards and, if a member, of the total
number of meetings of Board committees held during the period for which he
served.

The standing committees of each Board are the Audit Committee, the Proxy
Committee, and the Nominating and Governance Committee.

The Audit Committee of each Fund is composed wholly of Board Members who are
not "interested persons" of the Fund. The members of the Audit Committee for
each Fund are Messrs. Bigelow, Calhoun, Hobbs, and MacDonald. The Audit
Committee provides assistance to the Board of each Fund in fulfilling its

responsibilities relating to corporate accounting, the reporting practices of
the applicable Fund, and the quality and integrity of each Fund's financial
reports. Among other things, the Audit Committee is responsible for reviewing
and evaluating the performance and independence of the Funds' independent
auditors and considering violations of the Funds' Code of Ethics to determine
what action should be taken. In general, the Audit Committee meets quarterly
for each Fund. Exhibit G sets forth the number of meetings of the Audit
Committee held for each Fund in the Fund's previous fiscal year.

The Proxy Committee of each Fund is composed of at least two Board Members who
are not "interested persons" of the Fund, and also may include one or more
Board Members who are partners or employees of Lord Abbett. The current members
of the Proxy Committee for each Fund are three independent or outside Board
Members: Messrs. Dixon, Hobbs, and Neff. The Proxy Committee assists the Board
of each Fund in fulfilling its responsibilities relating to the voting of
securities held by the Fund. Exhibit G sets forth the number of meetings of the
Proxy Committee held for each Fund in the Fund's previous fiscal year.

The Nominating and Governance Committee of each Fund is composed of all the
Board Members who are not "interested persons" of the Fund. Among other things,
the Nominating and Governance Committee is responsible for (i) evaluating and
nominating individuals to serve as independent Board Members and as committee
members and (ii) periodically reviewing Board Member compensation. Exhibit G
sets forth the number of meetings of the Nominating and Governance Committee
held for each Fund in the Fund's previous fiscal year.

Compensation of Board Members. Exhibit H summarizes the compensation for each
of the Board Members for each Fund and for all Lord Abbett-sponsored funds,
other than Mr. Dow who did not receive any compensation from any of the Funds
or any other Lord Abbett-sponsored fund.

Officers. Information relating to the officers of each Fund is set forth in
Exhibit I to this Combined Proxy Statement. Officers of each Fund are elected
and appointed by the Board of each Fund and hold office until they resign, are
removed, or are otherwise disqualified to serve.

The Board Members, including the outside Board Members, unanimously recommend
Shareholders vote FOR each of the nominees.

INDEPENDENT AUDITORS

The Board of each Fund, including a majority of the Board Members who are not
interested persons of the Fund, has selected the firm of Deloitte & Touche LLP
("D&T") to examine the financial statements of each Fund for the current fiscal
year. The Funds know of no direct or indirect financial interest of D&T in any
Fund. Representatives of D&T will be present at the Meeting, will have an
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions.

a. Audit Fees and All Other Fees

The following table sets forth the amount D&T billed the Funds for professional
services rendered by D&T for (i) the audit of each Fund's annual financial
statements for the Fund's fiscal year and (ii) other professional services,
other than auditing services, rendered by D&T, to each Fund, Lord, Abbett &
Co., and any entity controlling, controlled by, or under common control with
Lord, Abbett & Co. that provides services to a Fund, for the twelve month
period ended February 28, 2002.

Audit Fees Charged
Fund to the Fund All Other Fees* Fiscal Year End
- ------------------- ------------------- ----------------- ----------------
Affiliated Fund $ 88,000 $390,110 10/31
Bond-Debenture $106,000 $390,110 12/31
Developing Growth $ 39,000 $389,110 7/31
Global Fund $ 55,000 $398,610 12/31
Investment Trust $132,000 $420,110 11/30
Mid-Cap Value $ 23,000 $389,110 12/31
Research Fund $ 61,000 $401,110 11/30
Tax-Free Fund $155,000 $438,610 9/30
US Money Market $ 27,000 $387,610 6/30

- -------------
* All other fees include audit related fees of $98,500 for all Funds,
except Global Fund which were $101,500.

b. Financial Information Systems Design and Implementation Fees

D&T did not bill any Fund, the Funds' investment adviser or any entity
controlling, controlled by, or under common control with the Funds' investment
adviser that provides services to a Fund, for any professional services
rendered for financial information systems design and implementation.

The Audit Committee of each Fund met on June 28, 2001 and the Board of each
Fund met on April 16, 2002. At those meetings, the Audit Committee and Boards
considered whether the provision of the services corresponding to the fees
described above and D&T's audit services for other Lord Abbett-sponsored funds
and for Lord, Abbett & Co. affected D&T's independence and determined that the
provision of such services did not adversely affect D&T's independence and was
compatible with maintaining D&T's independence.

ADDITIONAL 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 proposal to be presented for action at a Fund's next
shareholder meeting pursuant to the provisions of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, must be received at the Fund's
principal executive offices within a reasonable time in advance of the date
solicitation is made for such meeting. No Fund intends to hold another annual
or special meeting of shareholders unless required to do so by the Investment
Company Act or by the law of the state in which the Fund is organized.

b. Investment Adviser and Underwriter

Lord, Abbett & Co., 90 Hudson Street, Jersey City, New Jersey, 07302-3973, acts
as investment adviser to each Fund. Lord Abbett Distributor LLC, a subsidiary
of Lord, Abbett & Co. located at the same address, acts as principal
underwriter to each Fund.

c. Report Available Upon Request

Each Fund will furnish, without charge, a copy of the Fund's most recent annual
report and the most recent semi-annual report succeeding the annual report, if
any, to any Shareholder upon request. A Shareholder may obtain such report(s)
by writing to the applicable Fund or by calling 800-874-3733 or via the
Internet at www.LordAbbett.com.

d. Quorum, Vote Required, and Voting Procedures

For all of the Funds except those listed below, a quorum for the Meeting
consists of holders of one-third of the outstanding Shares of the applicable
Fund (with all series taken together) present at the Meeting in person or by
proxy. For the Funds listed below, a quorum consists of holders of a majority
of the outstanding Shares present in person or by proxy.

o Affiliated Fund

o Bond-Debenture

o Global Fund

For all of the Funds, approval of Proposal 1 will require the affirmative vote
of a majority of the votes cast (with all series taken together) at the
Meeting. Shares for which there is an abstention or broker non-vote will be
counted for quorum purposes but will not be treated as voted for purposes of
determining whether the proposal has passed.

e. Adjournment for Insufficient Votes

If sufficient votes to approve the proposal "To Elect the Members of Each
Fund's Board of Directors/Trustees" are not received by the meeting date, the
persons

named as proxies may propose one or more adjournments of the Meeting to allow
further solicitation of proxies. In determining whether to adjourn the Meeting,
the following factors may be considered: the percentage of votes actually cast,
the percentage of negative votes actually cast, and the nature of any further
solicitation and any information to be provided to Shareholders with respect to
such solicitation. Any such adjournment will require an affirmative vote of a
majority of the Shares present in person or by proxy and entitled to vote at
the Meeting. The persons named as proxies will vote on an adjournment after
considering the best interests of all shareholders.

f. Questions

If you have any questions regarding the Meeting or need assistance in voting,
please contact us at 888-L-ABBETT (888-522-2388).

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Investment Trust
Balanced Series
Lord Abbett Core Fixed Income Fund
Lord Abbett High Yield Fund
Limited Duration U.S. Government Securities Series
Lord Abbett Total Return Fund
U.S. Government Securities Series
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
Lord Abbett Growth Opportunities Fund
Large-Cap Series
Small-Cap Value Series
Lord Abbett America's Value Fund
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund
Lord Abbett Connecticut Tax-Free Income Fund
Lord Abbett Hawaii Tax-Free Income Fund
Lord Abbett Minnesota Tax-Free Income Fund
Lord Abbett Missouri Tax-Free Income Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Texas Tax-Free Income Fund
Lord Abbett Washington Tax-Free Income Fund
Lord Abbett U.S. Government Securities Money Market Fund, Inc.

/s/ Paul A. Hilstad
- -------------------------------
Paul A. Hilstad
Vice President and Secretary

Exhibit A: Shares Outstanding as of May 8, 2002

Fund Shares Outstanding
- ----------------------------------- -------------------
Affiliated Fund ................... 973,676,137.844
Bond-Debenture .................... 622,243,018.155
Developing Growth ................. 119,407,370.108
Global Fund
Global Equity ................. 5,359,918.766
Global Income ................. 8,450,215.877
Investment Trust
Balanced Fund ................. 15,781,414.474
Core Fixed Income ............. 1,816,235.108
High Yield .................... 11,868,587.447
Limited Duration .............. 14,339,388.866
Total Return .................. 5,705,914.547
US Government Fund ............ 474,546,475.499
Mid-Cap Value ..................... 153,778,557.981
Research Fund
Growth Opportunities .......... 24,297,576.603
Large-Cap Research ............ 14,863,824.178
Small-Cap Value ............... 34,968,531.640
America's Value ............... 1,428,254.442
Tax-Free Fund
CA Tax-Free ................... 18,150,809.276
CT Tax-Free ................... 9,597,239.261
HI Tax-Free ................... 15,143,386.483
MN Tax-Free ................... 5,013,195.277
MO Tax-Free ................... 25,871,618.713
National Tax-Free ............. 51,330,080.868
NJ Tax-Free ................... 30,479,469.830
NY Tax-Free ................... 22,166,964.663
TX Tax-Free ................... 7,713,042.059
WA Tax-Free ................... 9,049,526.360
US Money Market ................... 245,799,263.989

A-1

Exhibit B: Shareholders Beneficially Owning More Than Five Percent of a Fund

Except as set forth below, to the knowledge of the applicable Fund, as of April
30, 2002, no person is a beneficial owner of more than five percent of the
outstanding Shares of any Fund.

Number of Shares Beneficially Owned
as of April 30, 2002
Name and Address of ------------------------------------
Fund Beneficial Owner Number Percent of Fund
- ------------------- ----------------------------- ----------------- ----------------

Core Fixed Income Securities Industry 261,551.99 15.2%
Association Pension Trust
c/o HSBC Bank USA
140 Broadway
New York, NY

Securities Ind Association 91,765.03 5.3%
Pension Trust Qualified
Pension Fund 003
c/o HSBC Bank USA
140 Broadway
New York, NY

John J. Walsh 132,467.61 7.6%
180 Central Park South
Box 1190
New York, NY

Small-Cap Value Lord Abbett Alpha Series 2,023,302.93 5.8%
90 Hudson Street
Jersey City, NJ

Total Return Lord Abbett Balanced Series 1,259,657.40 22.6%
90 Hudson Street
Jersey City, NJ

CT Tax-Free Susan Lynch 759,405.85 7.96%
8 Bayberry Lane
Greenwich, CT

US Money Market Lord Abbett 21,092,960.56 8.8%
Distributor LLC
90 Hudson Street
Jersey City, NJ

Lord, Abbett & Co. 12,615,364.01 5.3%
90 Hudson Street
Jersey City, NJ

B-1

Exhibit C: Information Pertaining To Board Member Nominees

Table 1. Certain biographical and other information relating to the Board
Member nominee who is an "interested person," as defined in the Investment
Company Act, of each Fund, is set forth below. Mr. Dow is an interested person
of the Funds because he is the Managing Partner and Chief Investment Officer of
Lord, Abbett & Co., each Fund's investment adviser. For information as to term
of office and length of time served on each Board, see Exhibit D.

Name, Address and
Date of Birth of Current Position Principal Occupation Other
Board Member Nominee with each Fund During Past Five Years Directorships
- ------------------------- --------------------- --------------------------- --------------

Robert S. Dow* Director; Chairman; Managing Partner and N/A
90 Hudson Street and President Chief Investment Officer
Jersey City, NJ of Lord Abbett since 1996.
Date of Birth: 3/8/1945

- -------------
* Mr. Dow is currently a Trustee/Director of the fourteen Lord Abbett-sponsored
funds, which consist of 43 portfolios or series.

-----------------------------------------

Table 2. Certain biographical and other information relating to the Board
Member nominees who are not "interested persons," as defined in the Investment
Company Act, of the Funds is set forth below. For information as to term of
office and length of time served on each Board, see Exhibit D.

Name, Address and
Date of Birth of Current Position Principal Occupation Other
Board Member Nominee with each Fund During Past Five Years Directorships
- ---------------------- ------------------ ------------------------------- -----------------

E. Thayer Bigelow* Director/Trustee Managing General Partner, Currently serves
Bigelow Media, LLC Bigelow Media, LLC (since as a director of
717 Fifth Avenue, 2000); Senior Adviser, Time Crane Co. and
26th Floor Warner Inc. (1998 - 2000); Huttig Building
New York, NY Acting Chief Executive Products Inc.
Date of Birth: Officer of Courtroom
10/22/1941 Television Network (1997 -
1998); President and Chief
Executive Officer of Time
Warner Cable Programming,
Inc. (1991 - 1997).

William H.T. Bush* Director/Trustee Co-founder and Chairman Currently serves
Bush-O'Donnell & of the Board of the financial as director of
Co., Inc. advisory firm of Wellpoint
101 South Hanley Rd, Bush-O'Donnell & Health Network,
Suite 1025 Company (since 1986). Mississippi
St. Louis, MO Valley Bancorp,
Date of Birth: DT Industries
7/14/1938 Inc., and
Engineered
Support
Systems, Inc.

C-1

Name, Address and
Date of Birth of Current Position Principal Occupation Other
Board Member Nominee with each Fund During Past Five Years Directorships
- -------------------------- ------------------ ------------------------------- -------------------

Robert B. Calhoun, Jr.* Director/Trustee Managing Director of Currently serves
Monitor Clipper Partners Monitor Clipper Partners as director of
Two Canal Park (since 1997) and President Avondale, Inc.,
Cambridge, MA of Clipper Asset IGI/Earth Color,
Date of Birth: Management Corp., both Inc., and
10/25/1942 private equity investment Interstate
funds (since 1991). Bakeries Corp.

Stewart S. Dixon* Director/Trustee Partner in the law firm of N/A
Wildman, Harrold, Wildman, Harrold, Allen &
Allen & Dixon Dixon (since 1967).
225 W. Wacker Drive,
Suite 2800
Chicago, IL
Date of Birth:
11/5/1930

Franklin W. Hobbs* Director/Trustee Chief Executive Officer of Currently serves
Houlihan Lokey Houlihan Lokey Howard & as director of
Howard & Zukin Zukin, an investment bank, Adolph Coors
685 Third Ave. (January 2002 to present); Company.
New York, NY Chairman of Warburg
Date of Birth: Dillon Read (1999 - 2000);
7/30/1947 Global Head of Corporate
Finance of SBC Warburg
Dillon Read (1997 - 1999);
Chief Executive Officer of
Dillon, Read & Co. (1994 -
1997).

C. Alan MacDonald* Director/Trustee Retired - Special Projects Currently serves
415 Round Hill Road Consulting (since 1992); as director of
Greenwich, CT formerly, President and Fountainhead
Date of Birth: CEO of Nestle Foods. Water Company,
5/19/1933 Careside, Inc.,
Lincoln Snacks,
J.B. Williams
Co., Inc.
(personal care
products) and
Seix Fund, Inc.**

Thomas J. Neff* Director/Trustee Chairman of Spencer Stuart, Currently serves
Spencer Stuart, U.S. U.S., an executive search as director of
277 Park Avenue consulting firm (since 1996); Ace, Ltd. and
New York, NY President of Spencer Stuart, Exult, Inc.
Date of Birth: U.S. (1979 - 1996).
10/2/1937

- -------------
* Each of these Board Members is currently a Trustee/Director of the fourteen
Lord Abbett-sponsored funds, which consist of 43 portfolios or series.

** Seix Fund, Inc. is a registered investment company that is advised by Seix
Investment Advisors Inc. Seix Investment Advisors Inc.'s Chairman, CEO, and
Chief Investment Officer is married to Robert Dow, each Fund's Chairman and
President and Managing General Partner of Lord Abbett.

C-2

Table 3. The following Board Member nominee is currently not a Board Member for
the Funds; however, he is a Board Member of the Lord Abbett Blend Trust, Lord
Abbett Large-Cap Growth Fund, Lord Abbett Securities Trust, and Lord Abbett
Series Fund, Inc. Certain biographical and other information relating to Mr.
Orr, who is not an "interested person," as defined in the Investment Company
Act, of the Funds is set forth below.

James F. Orr, III* Nominee Board President and CEO of Currently serves
80 Pinckney Street Member LandingPoint Capital as Chairman of
Boston, MA (since 2002); Chairman Rockefeller
Date of Birth: 3/5/1943 and CEO of United Asset Foundation,
Management Corporation Director of
(2000 to 2001); Chairman Nashua Corp.
and CEO of UNUM and Memorial
Provident Corporation Drive Trust.
(1999 - merger); Chairman
and CEO of UNUM
Corporation
(1988 - 1999).

- -------------
* Mr. Orr is also currently a nominee for Trustee for the Lord Abbett Tax-Free
Income Trust. If elected to all the Boards, he will serve as a Board Member to
fourteen Lord Abbett-sponsored funds, which consist of 43 portfolios or series.

C-3

Exhibit D: Length of Service of Board Member Nominees

Set forth below is the year in which each current Board Member nominee became a
Board Member of the Funds on whose Board he currently serves.

Fund Dow Bigelow Bush Calhoun Dixon Hobbs MacDonald Neff Orr
- -------------------- ------ --------- ------ --------- ------- ------- ----------- ------ --------

Affiliated Fund 1995 1994 1998 1998 1976 2000 1988 1982 Nominee
Bond-Debenture 1989 1994 1998 1998 1976 2000 1988 1982 Nominee
Developing Growth 1995 1994 1998 1998 1976 2000 1988 1982 Nominee
Global Fund 1995 1994 1998 1998 1988 2000 1988 1988 Nominee
Investment Trust 1993 1994 1998 1998 1993 2000 1993 1993 Nominee
Mid-Cap Value 1995 1994 1998 1998 1983 2000 1988 1983 Nominee
Research Fund 1995 1996 1998 1998 1996 2000 1996 1992 Nominee
Tax-Free Fund 1989 1994 1998 1998 1983 2000 1988 1983 Nominee
US Money Market 1989 1994 1998 1998 1979 2000 1988 1982 Nominee

D-1

Exhibit E: Security Ownership of Management

Information relating to the beneficial share ownership by the Board Member
nominees as of April 30, 2002 is set forth in the chart below. Except as shown
below, the Funds' Board Members and executive officers owned, as a group, less
than 1% of the issued and outstanding Shares of each Fund.

Percent of Total
Fund Name of Beneficial Owner No. of Shares Held of Fund
- ---------------------- -------------------------- -------------------- -----------------

Affiliated Fund Robert S. Dow 18,767.324 *
E. Thayer Bigelow 35,879.678 *
Stewart W. Dixon 1,223.540 *
C. Alan MacDonald 27,804.470 *
Thomas J. Neff 5,339.457 *

Bond-Debenture Robert S. Dow 19,654.813 *
E. Thayer Bigelow 71,996.331 *
Stewart W. Dixon 689.694 *
C. Alan MacDonald 64,063.012 *
Thomas J. Neff 684.690 *

Developing Growth Robert S. Dow 36,465.120 *
E. Thayer Bigelow 11,906.542 *
Stewart W. Dixon 1,163.812 *
C. Alan MacDonald 2,113.382 *
Thomas J. Neff 4,757.719 *

Global Equity Robert S. Dow 10,050.251 *
Stewart W. Dixon 189.907 *
Thomas J. Neff 5,804.393 *

Global Income Robert S. Dow 18,434.437 *

Balanced Fund Robert S. Dow 10,479.573 *
C. Alan MacDonald 18,177.793 *
Thomas J. Neff 494.388 *

Core Fixed Income(1) Robert S. Dow 20,891.658 1.21%

High Yield Robert S. Dow 14,633.920 *

Limited Duration Robert S. Dow 26,008.066 *

Total Return Robert S. Dow 10,461.808 *

US Government Fund Robert S. Dow 44,382.341 *
Stewart W. Dixon 321.020 *
C. Alan MacDonald 209,933.588 *
Thomas J. Neff 2,353.563 *

Mid-Cap Value Robert S. Dow 20,893.974 *
E. Thayer Bigelow 2,748.763 *
Stewart W. Dixon 39.377 *

E-1

Percent of Total
Fund Name of Beneficial Owner No. of Shares Held of Fund
- ----------------------- -------------------------- -------------------- -----------------

Growth Opportunities Robert S. Dow 19,999,593 *

Large-Cap Research(2) Robert S. Dow 7,901.783 *
E. Thayer Bigelow 1,637.981 *
Stewart W. Dixon 148.190 *

Small-Cap Value Robert S. Dow 38,707.790 *
E. Thayer Bigelow 13,265.582 *
C. Alan MacDonald 1,295.070 *

America's Value(3) Robert S. Dow 24,197.734 1.88%

National Tax-Free Thomas J. Neff 346.465 *

NY Tax-Free Robert S. Dow 22,677.478 *

US Money Market(4) Robert S. Dow 5,085.400 *
Stewart W. Dixon 869.900 *
C. Alan MacDonald 1,343.860 *
Thomas J. Neff 2,692.120 *

- -------------
* Less than 1%

(1) The Fund's Board Members and executive officers owned, as a group, 2.52% of
the issued and outstanding Shares of Core Fixed Income.

(2) The Fund's Board Members and executive officers owned, as a group, 1.79% of
the issued and outstanding Shares of Large-Cap Research.

(3) The Fund's Board Members and executive officers owned, as a group, 2.26% of
the issued and outstanding Shares of America's Value.

(4) The Fund's Board Members and executive officers owned, as a group, 1.30% of
the issued and outstanding Shares of US Money Market.

E-2

Exhibit F: Aggregate Dollar Range of Equity Ownership by Board Member Nominees
in Each Fund and Other Lord Abbett-Sponsored Funds

The following table provides certain information on the dollar range of equity
securities beneficially owned by each Board Member nominee in each Fund and the
other Lord Abbett-sponsored funds as of April 30, 2002. The amounts shown
include deferred compensation to the Board Members deemed invested in Fund
shares. The amounts ultimately received by the Board Members under the deferred
compensation plan will be directly linked to the investment performance of the
funds.

Name of Board Member Nominee
-------------------------------------------------------------
Dollar Range of Equity
Securities in each Fund Dow* Bigelow Bush
- --------------------------------- ------------------ ------------------- ------------------

Affiliated Fund ................. $10,001-$50,000 over $100,000 $ 10,001-$50,000
Bond-Debenture .................. $10,001-$50,000 over $100,000 $ 10,001-$50,000
Developing Growth ............... $10,001-$50,000 over $100,000 $ 1-$10,000
Global Fund
Global Equity ................ $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Global Income ................ $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Investment Trust
Balanced Fund ................ $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Core Fixed Income ............ $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
High Yield ................... $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Limited Duration ............. $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Total Return ................. $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
US Government Fund ........... $10,001-$50,000 $50,001-$100,000 $ 1-$10,000
Mid-Cap Value ................... $10,001-$50,000 $50,001-$100,000 $ 1-$1,000
Research Fund
Growth Opportunities ......... $10,001-$50,000 $ 1-$10,000 $ 1-$10,000
Large-Cap Research ........... $ 1-$10,000 $ 10,001-$50,000 $ 1-$10,000
Small-Cap Value .............. $10,001-$50,000 over $100,000 $ 1-$10,000
America's Value .............. $10,001-$50,000 $ 1-$10,000 none
Tax-Free Fund
CA Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
CT Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
HI Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
MN Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
MO Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
National Tax-Free ............ none $ 10,001-$50,000 $ 1-$10,000
NJ Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
NY Tax-Free .................. $10,001-$50,000 $ 10,001-$50,000 $ 1-$10,000
TX Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
WA Tax-Free .................. none $ 1-$10,000 $ 1-$10,000
US Money Market ................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Aggregate Dollar Range of
Equity Securities in all Lord
Abbett-Sponsored Funds .......... over $100,000 over $100,000 $50,001-$100,000

- -------------
* Mr. Dow is an "interested person" of each Fund, as defined in Section
2(a)(19) of the Investment Company Act.

F-1

Name of Board Member Nominee
---------------------------------------------------------------
Fund Calhoun Dixon Hobbs
- --------------------------------- ------------------- ------------------- -------------------

Affiliated Fund ................. over $100,000 over $100,000 $50,001-$100,000
Bond-Debenture .................. $50,001-$100,000 $50,001-$100,000 $ 10,001-$50,000
Developing Growth ............... $ 10,001-$50,000 $50,001-$100,000 $ 10,001-$50,000
Global Fund
Global Equity ................ $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Global Income ................ $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Investment Trust
Balanced Fund ................ $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Core Fixed Income ............ $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
High Yield ................... $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Limited Duration ............. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Total Return ................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
US Government Fund ........... $ 10,001-$50,000 over $100,000 $ 1-$10,000
Mid-Cap Value ................... $ 1-$1,000 $50,001-$100,000 $ 1-$10,000
Research Fund
Growth Opportunities ......... $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Large-Cap Research ........... $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
Small-Cap Value .............. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
America's Value .............. $ 1-$10,000 none $ 1-$10,000
Tax-Free Fund
CA Tax-Free .................. $ 1-$10,000 $ 10,001-$50,000 $ 1-$10,000
CT Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
HI Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
MN Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
MO Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
National Tax-Free ............ $ 1-$10,000 $ 10,001-$50,000 $ 1-$10,000
NJ Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
NY Tax-Free .................. $ 1-$10,000 $ 10,001-$50,000 $ 1-$10,000
TX Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
WA Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $ 1-$10,000
US Money Market ................. $ 1-$10,000 $ 10,001-$50,000 $ 1-$10,000
Aggregate Dollar Range of
Equity Securities in all Lord
Abbett-Sponsored Funds .......... over $100,000 over $100,000 over $100,000

F-2

Name of Board Member Nominee
-----------------------------------------------------------
Fund MacDonald Neff Orr
- --------------------------------- ------------------- ------------------- ---------------

Affiliated Fund ................. over $100,000 over $100,000 $1-$10,000
Bond-Debenture .................. over $100,000 over $100,000 $1-$10,000
Developing Growth ............... $50,001-$100,000 over $100,000 $1-$10,000
Global Fund
Global Equity ................ $ 1-$10,000 $50,001-$100,000 $1-$10,000
Global Income ................ $ 1-$10,000 $ 10,001-$50,000 $1-$10,000
Investment Trust
Balanced Fund ................ over $100,000 $ 1-$10,000 $1-$10,000
Core Fixed Income ............ $ 1-$10,000 $ 1-$10,000 $1-$10,000
High Yield ................... $ 1-$10,000 $ 1-$10,000 $1-$10,000
Limited Duration ............. $ 1-$10,000 $ 1-$10,000 $1-$10,000
Total Return ................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
US Government Fund ........... over $100,000 over $100,000 $1-$10,000
Mid-Cap Value ................... $ 10,001-$50,000 over $100,000 $1-$10,000
Research Fund
Growth Opportunities ......... $ 1-$10,000 $ 1-$10,000 $1-$10,000
Large-Cap Research ........... $ 1-$10,000 $ 1-$10,000 $1-$10,000
Small-Cap Value .............. $ 10,001-$50,000 $ 1-$10,000 $1-$10,000
America's Value .............. none $ 1-$10,000 $1-$10,000
Tax-Free Fund
CA Tax-Free .................. $ 10,001-$50,000 $ 10,001-$50,000 $1-$10,000
CT Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
HI Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
MN Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
MO Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
National Tax-Free ............ $ 10,001-$50,000 $50,001-$100,000 $1-$10,000
NJ Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
NY Tax-Free .................. $ 10,001-$50,000 $ 10,001-$50,000 $1-$10,000
TX Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
WA Tax-Free .................. $ 1-$10,000 $ 1-$10,000 $1-$10,000
US Money Market ................. $ 10,001-$50,000 $ 10,001-$50,000 $1-$10,000
Aggregate Dollar Range of
Equity Securities in all Lord
Abbett-Sponsored Funds .......... over $100,000 over $100,000 over $100,000

F-3

Exhibit G: Board and Committee Meetings

Set forth in the table below is information regarding meetings of the Board and
standing committees held during each Fund's most recently completed fiscal
year.

Number of Meetings During Last Fiscal Year
----------------------------------------------------
Board of Nominating and
Directors/ Audit Proxy Governance
Fund Trustees Committee Committee Committee
- ---------------------- ------------ ----------- ----------- ---------------

Affiliated Fund 11 4 1 4
Bond-Debenture 10 4 1 3
Developing Growth 10 4 1 3
Global Fund 10 4 1 3
Investment Trust 12 4 1 3
Mid-Cap Growth 10 4 1 3
Research Fund 10 4 1 3
Tax-Free Fund 10 3 1 3
US Money Market 10 4 1 3

G-1

Exhibit H:

Table 1. Compensation of Independent Board Members Paid by Each Fund

Set forth in the table below is information regarding compensation for serving
as a Board Member accrued by each Fund to the independent Board Members during
each Fund's most recently completed fiscal year.*

Fund Bigelow Bush Calhoun Dixon Hobbs MacDonald Neff
- ------------------------ --------- ---------- --------- ---------- ---------- ----------- ----------

Affiliated Fund ........ $39,717 $40,391 $39,835 $40,044 $31,686 $39,717 $39,474
Bond-Debenture ......... $12,098 $12,310 $12,098 $12,128 $11,946 $12,098 $11,946
Developing Growth ...... $ 3,114 $ 3,288 $ 3,114 $ 3,226 $ 3,063 $ 3,165 $ 3,063
Global Fund ............ $ 494 $ 504 $ 494 $ 496 $ 488 $ 494 $ 488
Investment Trust ....... $ 5,095 $ 5,196 $ 5,111 $ 5,130 $ 4,430 $ 5,095 $ 5,057
Mid-Cap Value .......... $ 1,858 $ 1,891 $ 1,858 $ 1,863 $ 1,835 $ 1,858 $ 1,835
Research Fund .......... $ 4,125 $ 4,207 $ 4,137 $ 4,153 $ 3,587 $ 4,125 $ 4,094
Tax-Free Fund .......... $ 3,999 $ 4,176 $ 4,032 $ 4,135 $ 2,776 $ 4,032 $ 3,990
US Money Market ........ $ 514 $ 533 $ 519 $ 534 $ 255 $ 523 $ 515

- -------------
* Outside Board Member fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on the net
assets of each fund. A portion of the fees payable by each fund to its outside
Board Members may be deferred at the option of a Board Member under an
equity-based plan (the "equity-based plan") that deems the deferred amounts to
be invested in shares of a fund for later distribution to the Board Member. In
addition, $25,000 of each Board Member's retainer must be deferred and is
deemed invested in shares of a fund and other Lord Abbett-sponsored funds under
the equity-based plan. Currently, each outside Board Member is granted $1,000
for attendance in-person of a Board Meeting and $500 for attendance
telephonically at a Board Meeting. In addition, the Lead Board Member is
granted $2,400 per year for such service, and the Chairman of the Audit
Committee is granted $1,200 per year for such service. Mr. Dow is not
compensated for serving as a Board Member to the funds. Mr. Orr was elected to
four of the fourteen Lord Abbett-sponsored funds March 2002.

H-1

Table 2. Aggregate Compensation to Board Members by All Lord Abbett-Sponsored
Funds

Set forth in the table below is information regarding the aggregate
compensation paid by all fourteen Lord Abbett-sponsored funds to the
non-affiliated Board Members for the year ended December 31, 2001. The fees
listed below include Board Member fees and attendance fees for board and
committee meetings and fees Board Members have chosen to defer.

Aggregate Compensation Paid
to Board Members by Lord
Name Abbett-Sponsored Funds
- -------------------------------- ----------------------------
E. Thayer Bigelow .............. $86,000
William H.T. Bush .............. $87,400
Robert B. Calhoun, Jr. ......... $86,000
Stewart S. Dixon ............... $86,200
Franklin W. Hobbs .............. $85,000
C. Alan MacDonald .............. $86,000
Thomas J. Neff ................. $85,000
James F. Orr, III* ............. None

- -------------
* Elected to four of the fourteen Lord Abbett-sponsored funds March 2002.

H-2

Exhibit I: Information Pertaining to Officers of the Funds

Certain biographical and other information relating to the officers of each
Fund is set forth below. None of the officers listed below has received
compensation from a Fund.

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- -------------------- -------------------- ------------ ----------------------------

Robert S. Dow President of Elected in Managing Partner and Chief
(3/8/1945) Affiliated Fund 1996 Investment Officer of Lord
Bond-Debenture 1996 Abbett since 1996.
Developing Growth 1995
Global Fund 1995
Investment Trust 1995
Mid-Cap Value 1995
Research Fund 1996
Tax-Free Fund 1996
US Money Market 1995

Thomas J. Baade Vice President of Elected in Senior Fixed Income
(7/13/1964) Bond-Debenture 1998 Analyst, joined Lord Abbett
Investment Trust 1999 in 1998, prior thereto Vice
President/Bond Analyst at
Smith Barney Inc.

Eileen K. Banko Vice President of Elected in Equity Analyst, joined Lord
(11/3/1967) Mid-Cap Value 1999 Abbett in 1990.

Joan A. Binstock Vice President of Elected in Partner and Chief
(3/4/1954) Affiliated Fund 1999 Operations Officer, joined
Bond-Debenture 1999 Lord Abbett in 1999, prior
Developing Growth 1999 thereto Chief Operating
Global Fund 1999 Officer of Morgan Grenfell.
Investment Trust 1999
Mid-Cap Value 1999
Research Fund 1999
Tax-Free Fund 1999
US Money Market 1999

Zane E. Brown Executive Vice Elected in Partner and Director of
(12/09/1951) President of Fixed Income Management,
Global Fund 1995 joined Lord Abbett in 1992.
Investment Trust 1996
Tax-Free Fund 1996

Timothy Browse Vice President of Elected in Investment Manager, joined
(4/13/1959) Tax-Free Fund 2000 Lord Abbett in 2000, prior
thereto Portfolio Manager
and Vice President at Eaton
Vance Management.

David G. Builder Vice President of Elected in Equity Analyst, joined Lord
(1/4/1954) Mid-Cap Value 1998 Abbett in 1998, formerly
Equity Analyst at Bear
Stearns.

I-1

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- ------------------- -------------------- ------------ -----------------------------

Daniel E. Carper Vice President of Elected in Partner, joined Lord Abbett
(1/22/1952) Affiliated Fund 1993 in 1979.
Bond-Debenture 1987
Developing Growth 1986
Global Fund 1988
Investment Trust 1993
Mid-Cap Value 1987
Research Fund 1993
Tax-Free Fund 1988
US Money Market 1986

John J. DiChiaro Vice President of Elected in Senior Strategy Coordinator
(7/30/1957) Developing Growth 2001 -- Small Cap Growth, joined
Lord Abbett in 2000, prior
thereto Vice President --
Securities Group of Wafra
Investment Advisory Group.

Sholom Dinksy Executive Vice Elected in Investment Manager, joined
(3/24/1944) President of Lord Abbett in 2000,
Affiliated Fund 2001 formerly Managing Director
Research Fund 2002 of Prudential Asset
Management, prior thereto
Director of Equity Research
and Senior Vice President at
Mitchell Hutchins Asset
Management.

Lesley-Jane Dixon Vice President of Elected in Equity Analyst, joined Lord
(1/1/1964) Developing Growth 1999 Abbett in 1995.

Philip P. Fang Vice President of Elected in Investment Manager, joined
(6/19/1965) Tax-Free Fund 1994 Lord Abbett in 1991.

Robert P. Fetch Executive Vice Elected in Partner and Small-Cap Value
(2/18/1953) President of Senior Investment Manager,
Research Fund 2001 joined Lord Abbett in 1995.

Kevin P. Ferguson Executive Vice Elected in Mid-Cap Growth Portfolio
(10/3/64) President of Manager, joined Lord Abbett
Research Fund 2001 in 1999, formerly Portfolio
Manager/Senior Vice
President at Lynch & Mayer,
Inc.

Robert I. Gerber Executive Vice Elected in Partner and Director of
(5/29/1954) President of Taxable Fixed Income
Global Fund 2001 Management, joined Lord
Investment Trust 1998 Abbett in 1997 formerly
US Money Market 1997 Senior Portfolio Manager of
Sanford C. Bernstein & Co.
Inc.

I-2

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- ----------------------- -------------------- ------------ -------------------------------

Michael S. Goldstein Vice President of Elected in Fixed Income Investment
(10/29/1968) Bond-Debenture 1998 Manager, joined Lord Abbett
Investment Trust 1999 in 1997, prior thereto
Research Fund 2001 Assistant President of Credit
Suisse Asset Management.

Howard E. Hansen Vice President of Elected in Investment Manager, joined
(10/13/1961) Mid-Cap Value 1998 Lord Abbett in 1995.

Paul A. Hilstad Vice President and Elected in Partner and General
(12/13/1942) Secretary of Counsel, joined Lord Abbett
Affiliated Fund 1995 in 1995.
Bond-Debenture 1995
Developing Growth 1995
Global Fund 1995
Investment Trust 1995
Mid-Cap Value 1995
Research Fund 1995
Tax-Free Fund 1995
US Money Market 1995

Ingrid C. Holm Executive Vice Elected in Investment Manager-Global
(3/21/1959) President of Equity, joined Lord Abbett
Global Fund 2001 in 2001, formerly
International Portfolio
Manager of Batterymarch
Financial Management, Inc.
from 2000 to 2001, prior
thereto held various positions
at the Prudential Insurance
Company of America.

W. Thomas Hudson, Jr. Executive Vice Elected in Partner and Investment
(12/16/1941) President of Manager, joined Lord Abbett
Affiliated Fund 1997 in 1982.
Investment Trust 1998

Tim Hurlburt Vice President Elected in Senior Research Analyst on
(1/28/1961) Research Fund 2002 the Mid Cap Growth Team,
joined Lord Abbett in 2001,
prior thereto Equities
Analyst with Wisconsin
Investment Board.

Ellen G. Itskovitz Vice President of Elected in Fixed Income Analyst, joined
(10/30/1957) Bond-Debenture 2001 Lord Abbett in 1998, prior
Research Fund 2001 thereto Vice President of
Credit Research/Corporate
Finance at ING Baring
Securities, Inc.

I-3

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- --------------------- -------------------- ------------ ------------------------------

Lawrence H. Kaplan Vice President and Elected in Partner and Deputy General
(1/16/1957) Asst. Secretary of Counsel, joined Lord Abbett
Affiliated Fund 1997 in 1997, prior thereto Vice
Bond-Debenture 1997 President and Chief Counsel
Developing Growth 1997 of Salomon Brothers Asset
Global Fund 1997 Management Inc.
Investment Trust 1997
Mid-Cap Value 1997
Research Fund 1997
Tax-Free Fund 1997
US Money Market 1997

Jerald Lanzotti Vice President of Elected in Fixed Income Investment
(6/12/1967) Global Fund 1997 Manager, joined Lord Abbett
in 1996.

Robert A. Lee Vice President of Elected in Fixed Income Investment
(8/28/69) Investment Trust 1998 Manager-Mortgage and Asset
US Money Market 2000 Backed Securities, joined
Lord Abbett in 1997, prior
thereto Fixed Income
Portfolio Manager and Vice
President at ARM Capital
Advisors.

Maren Lindestrom Vice President of Elected in Fixed Income Investment
(9/17/1962) Bond-Debenture 2000 Manager, joined Lord Abbett
in 2000, prior thereto
Director Convertible Sales at
Warburg Dillon Read from
1999 to 2000, prior thereto
President- Convertible Sales
at Deutsche Bank Securities
Inc. from 1998 to 1999, prior
thereto Portfolio Manager at
Nicholas Applegate Capital
Management.

Stephen J. McGruder Executive Vice Elected in Partner and Senior
(11/14/1943) President of Investment Manager, joined
Developing Growth 1995 Lord Abbett in 1995.

Robert G. Morris Executive Vice Elected in Partner and Director of
(11/06/1944) President of Equity Investments, joined
Affiliated Fund 1995 Lord Abbett in 1991.
Global Fund 1995
Investment Trust 1995
Research Fund 1996

Vice President of Elected in
Bond-Debenture 1995
Developing Growth 1995
Mid-Cap Value 1995
US Money Market 1995

I-4

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- ------------------------- -------------------- ------------ ------------------------------

A. Edward Oberhaus, III Vice President of Elected in Manager of Equity Trading,
(12/21/1959) Affiliated Fund 1996 joined Lord Abbett in 1983.
Bond-Debenture 1996
Developing Growth 1996
Global Fund 1996
Investment Trust 1996
Mid-Cap Value 1996
Research Fund 1996
Tax-Free Fund 1996
US Money Market 1996

Tracie E. Richter Vice President of Elected in Director of Operations and
(1/12/1968) Affiliated Fund 1999 Fund Accounting, joined
Bond-Debenture 1999 Lord Abbett in 1999,
Developing Growth 1999 formerly Vice President --
Global Fund 1999 Head of Fund
Investment Trust 1999 Administration of Morgan
Mid-Cap Value 1999 Grenfell from 1998 to 1999,
Research Fund 1999 prior thereto Vice President
Tax-Free Fund 1999 of Bankers Trust.
US Money Market 1999

Walter H. Prahl Vice President of Elected in Director of Quantitative
(2/13/1958) Investment Trust 1998 Research Analyst, Taxable
Fixed Income, joined Lord
Abbett in 1997, prior thereto
Quantitative Analyst at
Sanford C. Bernstein & Co.

Eli M. Salzmann Executive Vice Elected in Partner and Director of
(3/24/1964) President of Institutional Equity
Affiliated Fund 2000 Investments, joined Lord
Investment Trust 1999 Abbett in 1997, formerly a
Research Fund 1999 Portfolio Manager Analyst at
Mutual of America from
1996 to 1997, prior thereto
Vice President at Mitchell
Hutchins Asset Management.

Christina T. Simmons Vice President and Elected in Assistant General Counsel,
(11/12/1957) Asst. Secretary of joined Lord Abbett in 1999,
Affiliated Fund 2000 formerly Assistant General
Bond-Debenture 2001 Counsel of Prudential
Developing Growth 2000 Investments from 1998 to
Global Fund 2001 1999, prior thereto Counsel
Investment Trust 2000 of Drinker, Biddle & Reath
Mid-Cap Value 2001 LLP, a law firm.
Research Fund 2000
Tax Free Fund 2000
US Money Market 2000

Peter Scott Smith Vice President of Elected in Investment Manager, joined
(9/15/1956) Tax-Free Fund 2001 Lord Abbett in 1992.

I-5

Name, Address* and Length of Principal Occupation
(Date of Birth) Position with Fund Service During Past Five Years
- ---------------------- -------------------- ------------ ----------------------------

Richard S. Szaro Vice President of Elected in Associate Investment
(10/8/1942) Bond-Debenture 1984 Manager-Fixed Income,
Investment Trust 1999 joined Lord Abbett in 1983.

Edward von der Linde Executive Vice Elected in Partner and Investment
(6/12/1960) President of Manager, joined Lord Abbett
Mid-Cap Value 1995 in 1988.
Research Fund 2001

Christopher J. Towle Executive Vice Elected in Partner and Investment
(10/12/1957) President of Manager, joined Lord Abbett
Bond-Debenture 1995 in 1987.
Investment Trust 1999
Research Fund 2001

Francie W. Tai Treasurer of Elected in Director of Fund
(6/11/1965) Affiliated Fund 2000 Administration, joined Lord
Bond-Debenture 2001 Abbett in 2000, formerly
Developing Growth 2001 Manager of Goldman Sachs
Global Fund 2001 from 1997 to 2000, prior
Investment Trust 2000 thereto Assistant Vice
Mid-Cap Value 2001 President of Bankers Trust.
Research Fund 2000
Tax-Free Fund 2000
US Money Market 2000

- -------------
* The address of each officer listed above is: 90 Hudson Street, Jersey City,
New Jersey 07302.

I-6

Attention Shareholders: Vote and Return Your Proxy!

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It's fast, convenient, and It's fast, convenient, and your vote To vote by mail please:
immediate! Call Toll Free is immediately confirmed and posted
on a Touch-Tone Phone. on a Touch-Tone Phone. 1. Read the accompanying Proxy
Statement and Proxy Card.
Follow these four easy steps: Follow these four easy steps:
2. Please fill in box(es) using
1. Read the accompanying Proxy 1. Read the accompanying Proxy black or blue ink or number
Statement and Proxy card. Statement and Proxy card. 2 pencil.

2. Call the toll-free number 2. Go to the web site printed on 3. Simply return your completed
printed on your Proxy card. your Proxy card. Proxy Card in the enclosed
postage-paid envelope.
3. Enter your Control Number 3. Enter your Control Number
printed on your Proxy Card. printed on your Proxy Card.

4. Follow the recorded 4. Follow the instructions
instructions. provided.

Do not return your Proxy if you are voting by Telephone or Internet.

Every Shareholder's Vote is Important!

PLEASE VOTE YOUR PROXY. If proxies are not returned
in sufficient numbers, the Fund(s) will incur the expense of an
additional solicitation. Returning your ballot promptly will
help spare you and your fellow shareholders this expense.

GRAPHIC OMITTED

Lord Abbet Mutual Funds are distributed by: LORD ABBET DISTRIBUTOR LLC
90 Hudson Street, Jersey City, NJ 07302-3973

GRAPHIC OMITTED YOU MAY VOTE IN ANY ONE OF FOUR WAYS: (1)
VIA THE INTERNET (2) BY TELEPHONE (3) BY
MAIL USING THIS BALLOT (4) IN PERSON AT
THE MEETING

We encourage you to vote by Internet or
telephone, using the "control" number
shown to the left. These voting methods
will save your Fund a good deal of money
otherwise expended on postage. Regardless
of the method you choose, however, please
take the time to read the full text of
the Proxy Statement before voting.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY!

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES/
DIRECTORS OF THE LORD ABBETT-SPONSORED FUNDS LISTED IN
THE ACCOMPANYING COMBINED PROXY STATEMENT ("THE FUNDS")

The undersigned hereby appoints ROBERT S. DOW and PAUL A. HILSTAD 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 a meeting of the shareholders of the "Funds" on July 18, 2002,
including all adjournments, as specified on the reverse side, and in their
discretion upon such other business as may properly be brought before the
meeting.

[GRAPHIC OMITTED]

Date ________________________ 2002

For information as to the voting of shares registered
in more than one name, see page 4 of the proxy
statement.

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Signature(s) (and Titles(s), if applicable)

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.
[GRAPHIC OMITTED]

Please fill in box(es) as shown using black or blue ink [X]
or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE
VOTED IN ACCORDANCE WITH ANY SPECIFICATION MADE; IF NO SPECIFICATION IS MADE,
SUCH SHARES SHALL BE VOTED FOR THE NOMINEES LISTED BELOW AND ANY OTHER MATTERS
AS DEEMED APPROPRIATE.

PROPOSAL: FOR* AGAINST FOR*
all nominees all nominees all nominees
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES/DIRECTORS: listed (except listed listed (except
as marked to
(01) Robert S. Dow, (02) E. Thayer Bigelow, (03) William H. T. Bush, the contrary)
(04) Robert B. Calhoun, Jr., (05) Stewart S. Dixon, (06) C. Alan MacDonald,
(07) Thomas J. Neff, (08) Franklin W. Hobbs, and (09) James F. Orr, III [ ] [ ] [ ]

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S)
OF THE NOMINEE(S) BELOW:

- -----------------------------------------------------

PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD.

[GRAPHIC OMITTED]