DEFA14A 1 c82331_defa14a.htm

SCHEDULE 14A

 

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the registrant [X]

 

Filed by a Party other than the registrant [    ]

 

Check the appropriate box:

[   ] Preliminary proxy statement.
   
[   ] Definitive proxy statement.
   
[X] 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 Emerging Markets Currency Fund
  Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
  Lord Abbett Convertible Fund
  Lord Abbett Core Fixed Income Fund
  Lord Abbett Diversified Equity Strategy Fund
  Lord Abbett High Yield Fund
  Lord Abbett Income Fund
  Lord Abbett Multi-Asset Balanced Opportunity Fund
  Lord Abbett Multi-Asset Growth Fund
  Lord Abbett Multi-Asset Income Fund
  Lord Abbett Short Duration Income Fund
  Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
  Lord Abbett California Tax Free Fund
  Lord Abbett High Yield Municipal Bond Fund
  Lord Abbett Intermediate Tax Free Fund
  Lord Abbett National Tax Free Fund
  Lord Abbett New Jersey Tax Free Fund
  Lord Abbett New York Tax Free Fund
Lord Abbett Research Fund, Inc.
  Lord Abbett Calibrated Dividend Growth Fund
  Lord Abbett Growth Opportunities Fund
  Lord Abbett Small Cap Value Fund
Lord Abbett Securities Trust
  Lord Abbett Alpha Strategy Fund
  Lord Abbett Fundamental Equity Fund
  Lord Abbett International Core Equity Fund
  Lord Abbett International Dividend Income Fund
 
  Lord Abbett International Opportunities Fund
  Lord Abbett Micro Cap Growth Fund
  Lord Abbett Micro Cap Value Fund
  Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
  Bond Debenture Portfolio
  Calibrated Dividend Growth Portfolio
  Classic Stock Portfolio
  Fundamental Equity Portfolio
  Growth and Income Portfolio
  Growth Opportunities Portfolio
  International Opportunities Portfolio
  Mid Cap Stock Portfolio

Lord Abbett U.S. Government & Government Sponsored

Enterprises Money Market Fund, Inc.

 

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement,

if other than the Registrant)

 

 

 

Payment of filing fee (check the appropriate box):

 

[X] No fee required.
     
[   ] 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:
     
 

 

The Lord Abbett Family of Funds

 

Important Information Regarding Your Clients’ Investments

In One or More Lord Abbett Funds

 

Dear Financial Advisor:

 

As a trusted advisor with clients who own shares in one or more Lord Abbett Funds (list of applicable funds attached), you should be aware that these clients’ will be receiving important proxy information. These shareholders are being asked to consider and vote on the following proposals for the Lord Abbett Funds’ Joint Special Meeting of Shareholders on November 5, 2015:

 

1.To amend the Funds’ fundamental investment restrictions related to borrowing and lending, so that the Funds may participate in interfund lending, which Lord Abbett and the Board of Directors/Trustees believe will be an important liquidity management tool benefitting Fund shareholders; and

 

2.To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund.

 

Our proxy solicitor, D.F. King, will be contacting those of your clients who have not voted their shares. With this in mind, please be aware that these shareholders may receive a phone call to confirm that they have received the proxy material, to answer any questions, and to solicit their proxy vote. If your clients contact you, we ask that you encourage them to exercise their voting rights.

 

MANAGED BROKER ACCOUNTS

 

If you have discretion to vote on behalf of your clients, please review the attached proxy statement and vote these shares through your standard process.

 

In the event that your clients contact you, we would greatly appreciate your assistance in urging them to vote using one of the convenient options described in the attached proxy materials. If you have any questions about the proxy or need assistance in voting, please call D.F. King at 1-(877)-283-0319.

 

We thank you for encouraging your clients to participate in this important matter.

 

Sincerely,

 

[Signature]

 

Relationship Manager

 

Title

 

1 

 

 

Lord Abbett Funds Involved in Proxy

  

Lord Abbett Affiliated Fund

Lord Abbett Affiliated Fund

 

Lord Abbett Bond Debenture Fund

Lord Abbett Bond Debenture Fund

 

Lord Abbett Developing Growth Fund

Lord Abbett Developing Growth Fund

 

Lord Abbett Global Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Multi-Asset Global Opportunity Fund

 

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

 

Lord Abbett Mid Cap Stock Fund

Lord Abbett Mid Cap Stock Fund

 

Lord Abbett Municipal Income Fund

Lord Abbett California Tax Free Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax Free Fund

Lord Abbett New Jersey Tax Free Fund

Lord Abbett New York Tax Free Fund

 

Lord Abbett Research Fund

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Small Cap Value Fund

 

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

 

1

 

 

Lord Abbett Micro Cap Growth Fund

Lord Abbett Micro Cap Value Fund

Lord Abbett Value Opportunities Fund

 

Lord Abbett Series Fund

Bond Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

 

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund

 

2

 

 

 

The Lord Abbett Family of Funds

Joint Special Meeting of Shareholders

Proxy Vote: November 5, 2015

 

This document is intended for select internal use to provide information to our Relationship Management, Consultant Relations and Sales personnel. This is NOT intended for external use or firm-wide distribution.

 

Note that the joint shareholder meeting involves many, but not all, of the Funds in the Lord Abbett Family of Funds. In the Q&A below, the term “Lord Abbett Fund” refers to any Lord Abbett Fund, while “Fund” refers only to those Funds participating in the joint special meeting of shareholders.

 

Questions & Answers:

 

What is the Interfund Lending Program (Proposals 1a and 1b)?

 

Proposals 1a and 1b are proposed amendments to the Funds’ fundamental investment restrictions that would permit the Funds to participate in an interfund lending facility. The Lord Abbett Funds and their investment adviser, Lord, Abbett & Co. LLC, have requested permission from the U.S. Securities and Exchange Commission (the “SEC”) to allow them to participate in the Interfund Lending Program. Under the Interfund Lending Program, a Lord Abbett Fund would be able to borrow from or lend money to another Lord Abbett Fund for periods of one to seven days in certain circumstances. Lord Abbett and the Board believe the Interfund Lending Program would be an important tool to have available for helping the Funds manage potential challenges created by securities market variations in liquidity, and would offer the following advantages:

 

•Benefits to Borrowing Funds. A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold in the portfolio may be delayed. Generally, under the Investment Company Act of 1940, as amended, a mutual fund is only allowed to borrow from a bank. The Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to borrowing from a bank by borrowing money from another Lord Abbett Fund at a lower interest rate than a bank would charge. Lord Abbett and the Board believe this additional source of liquidity will be useful to the Lord Abbett Funds, as banks have scaled back on lending in response to regulatory and market changes.

 

•Benefits to Lending Funds. Similarly, a mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments, such as repurchase agreements or money market funds. The proposed Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to those short-term (typically overnight) investments by permitting lending this excess cash to another Lord Abbett Fund at a higher rate of return than an investment in a short-term instrument would have provided.

 

FOR INTERNAL USE ONLY

 

1

 

 

•Economic Benefits to Borrowing and Lending Funds. The proposed Interfund Lending Program is designed so that any borrowing made through it would be more beneficial to a Lord Abbett Fund (i.e., at a lower interest rate) than borrowing from a bank. Similarly, loans made through the proposed Interfund Lending Program would be more beneficial (i.e., at a higher rate of return) than an alternative short-term investment. Lord Abbett and the Board believe these benefits exceed the costs to the Funds of participating in the Interfund Lending Program, which are discussed in the Proxy Statement.

 

•Established Industry Practice. The SEC has allowed nearly 30 mutual fund families to establish interfund lending programs over the last 15 years. The Lord Abbett Funds’ proposed Interfund Lending Program would be similar to these programs in all material respects.

 

What is Proposal 2?

 

Shareholders of each Fund are being asked to approve a proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) to continue to act as that Fund’s independent registered public accounting firm for its current fiscal year. The Audit Committees of the Board (collectively, the “Audit Committee”) have approved Deloitte’s selection.

 

The Proxy Statement provides more information about Proposal 2, including fees received by Deloitte for services rendered to the Funds and Lord Abbett. As in previous fiscal years, the Audit Committee has selected Deloitte as the independent registered public accounting firm to audit each Fund’s financial statements for its current fiscal year and to provide other non-audit services. The Audit Committee based its selection on many factors, including the advantages of consistently utilizing the same firm to perform accounting work for each fiscal year of a Fund; Deloitte’s familiarity with each Fund; and the knowledge and experience that Deloitte has through its extensive work with the Lord Abbett Funds and, more broadly, the mutual fund industry. Services provided to the Funds by Deloitte during each Fund’s most recent fiscal year included the audit of the Fund’s financial statements included in its annual report to shareholders, review of information included in the annual report, services related to filings with the SEC, consultations on various accounting and reporting matters, and non-audit-related tax services.

 

What vote is required to approve the proposals?

 

Each Fund will vote separately on each proposal (or sub-proposal, as the case may be). For Proposal 1, this means that the approval of each sub-proposal is not dependent on the approval of the other sub-proposal. Approval of a proposal by the shareholders of a Fund will not affect the approval of that proposal with respect to any other Fund.

 

Approval of Proposals 1a and 1b requires that (i) a majority of a Fund’s shares must vote in favor of the proposal, or (ii) if a majority of the Fund’s shares are present at the meeting (in person or by proxy), then 67% of the votes cast must be in favor of the proposal. Approval of Proposal 2 requires that a majority of votes cast must be in favor of the proposal.

 

FOR INTERNAL USE ONLY

 

2

 

 

How can shareholders vote?

 

Shareholders may vote in any of four ways:

 

•Via the Internet. Access the Internet address provided on the proxy card and follow the instructions. Each shareholder will need the control number provided on the proxy card.

 

•By telephone. Call the toll-free number provided on the proxy card and follow the instructions. Each shareholder will need the control number provided on the proxy card.

 

•By mail. Complete, sign, and date the proxy card and mail it to the address shown on the card.

 

•In person at the meeting. Shareholders may attend the meeting and vote in person.

 

FOR INTERNAL USE ONLY

 

3

 

 

The Funds listed below are not participating in the proxy as they already have the ability to participate in interfund lending. All other Lord Abbett Funds are participating in the proxy.

 

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

 

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Local Bond Fund

 

Lord Abbett Investment Trust

Lord Abbett Floating Rate Fund

Lord Abbett Inflation Focused Fund

 

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett Short Duration High Yield Municipal Bond Fund

Lord Abbett Short Duration Tax Free Fund

 

Lord Abbett Securities Trust

Lord Abbett Growth Leaders Fund

 

Lord Abbett Series Fund, Inc.

Developing Growth Portfolio

International Core Equity Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

 

FOR INTERNAL USE ONLY

 

4

 

 

YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS.

 

PROXY CARD

 

SIGN, DATE AND VOTE ON THE REVERSE SIDE

 

PROXY VOTING OPTIONS

 

 
1. MAIL your signed and voted proxy back in the postage paid envelope provided. See reverse side for details.
 
2. ONLINE at www.proxyonline.com using your proxy control number found below
 
3. By PHONE when you dial toll-free 1-888-227-9349 to reach an automated touchtone voting line
 
4. By PHONE with a representative when you call toll-free 1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time

CONTROL NUMBER               


 

THE LORD ABBETT FAMILY OF FUNDS

 

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015

 

The undersigned hereby appoints DARIA L. FOSTER, LAWRENCE H. KAPLAN, and BROOKE A. FAPOHUNDA, and each of them as proxies, with full power of substitution, to vote (according to the number of votes which the undersigned would be entitled to cast if then personally present) at a Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds to be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), including all adjournments thereof, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting.

 

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS, OR RESCHEDULINGS THEREOF.

 

PLEASE REVIEW PROPOSALS, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE USE BLUE OR BLACK INK OR DARK PENCIL. SIGNED PROXY CARDS THAT DO NOT INDICATE A VOTE WILL BE COUNTED AS A VOTE “FOR” THE PROPOSALS AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.

 

 

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-877-297-1747. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.

 

Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at: http://www.proxyonline.com/docs/lordabbett.pdf

 

 

YOUR VOTE IS VERY IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS.

 

 

THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:

 

TO VOTE ALL PROPOSALS AT ONCE
Simply indicate your voting direction by marking one of the corresponding circles to the right.
Note: Issuing a vote in this box supersedes all voting below if so marked.		       FOR
ALL		 AGAINST
ALL		 ABSTAIN
ALL
      ○ ○ ○

 

TO CAST A VOTE FOR EACH PROPOSAL INDIVIDUALLY, PLEASE DO SO BELOW:

 

Proposals:   For Against Abstain
1. To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement;        
    (a)  Amend the fundamental investment restriction with respect to Borrowing;   ○ ○ ○
               
    (b)  Amend the fundamental investment restriction with respect to Lending;   ○ ○ ○
               
2. To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year   ○ ○ ○

 

THANK YOU FOR VOTING

 

 

 

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals.

       
       
  Signature Date  
       
       
  Title (if necessary) or Joint Signature    
       


 

 

YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS.

 

VOTE INSTRUCTION CARD

 

SIGN, DATE AND VOTE ON THE REVERSE SIDE

 

VOTING OPTIONS

 

 
1. MAIL your signed and voted voting instruction card back in the postage paid envelope provided. See reverse side for details.
 
2. ONLINE at proxyonline.com using your voting instruction card control number found below
 
3. By PHONE when you call 1-888-227-9349 toll-free to reach an automated touchtone voting line
 
4. By PHONE with a representative when you call toll-free 1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time

CONTROL NUMBER               


 

THE LORD ABBETT FAMILY OF FUNDS

 

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015

 

The undersigned, and owner or participant in an annuity or life insurance contract (the “Contract”) issued by the insurance company (the “Insurance Company”), hereby authorizes and instructs the Insurance Company to vote its shares in the Fund noted above, attributable to the undersigned’s participation in the Contract or interest therein as directed on the reverse side of this card at the Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds on November 5, 2015 at 9:00 a.m. (Eastern time) and at any adjournments thereof. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” EACH PROPOSAL AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.

 

If you fail to return this Voting Instruction Card, depending on the separate account, the Company will either not vote all shares attributable to the account value, or will vote all shares attributable to the account value in proportion to all voting instructions for the Fund actually received by the Company from contract holders in the separate account.

 

 

Do you have questions? If you have any questions about how to vote your voting instruction card or about the meeting in general, please call toll-free 1-877-297-1747. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.

 

Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at: http://www.proxyonline.com/docs/lordabbett.pdf

 

 

YOUR VOTE IS VERY IMPORTANT. Please cast your vote today using one of the convenient voting options.

 

 

THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:

 

TO VOTE ALL PROPOSALS AT ONCE
Simply indicate your voting direction by marking one of the corresponding circles to the right.
Note: Issuing a vote in this box supersedes all voting below if so marked.		       FOR
ALL		 AGAINST
ALL		 ABSTAIN
ALL
      ○ ○ ○

 

TO CAST A VOTE FOR EACH PROPOSAL INDIVIDUALLY, PLEASE DO SO BELOW:

 

Proposals:   For Against Abstain
1. To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement;        
    (a)    Amend the fundamental investment restriction with respect to Borrowing;   ○ ○ ○
               
    (b)  Amend the fundamental investment restriction with respect to Lending;   ○ ○ ○
               
2. To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year.   ○ ○ ○

 

THANK YOU FOR VOTING

 

By signing and dating below, you instruct the Insurance Company to vote shares of the Fund attributable to your policy/account at the Joint Special Meeting and all adjournment(s) thereof.

 

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposals previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this voting instruction card is signed but there is no indication of vote above the voting instruction card will be voted “For” all proposals.

       
       
  Signature Date  
       
       
  Title (if necessary) or Joint Signature    
       


 

 

YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR PROXY VOTE TODAY USING ONE OF THE CONVENIENT VOTING OPTIONS.

 

PROXY CARD

 

SIGN, DATE AND VOTE ON THE REVERSE SIDE

 

PROXY VOTING OPTIONS

 

 
1. MAIL your signed and voted proxy back in the postage paid envelope provided. See reverse side for details.
 
2. ONLINE at www.proxyonline.com using your proxy control number found below
 
3. By PHONE when you dial toll-free 1-888-227-9349 to reach an automated touchtone voting line
 
4. By PHONE with a representative when you call toll-free 1-877-297-1747 Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time

CONTROL NUMBER               


 

THE LORD ABBETT FAMILY OF FUNDS

 

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 5, 2015

 

The undersigned hereby appoints DARIA L. FOSTER, LAWRENCE H. KAPLAN, and BROOKE A. FAPOHUNDA, and each of them as proxies, with full power of substitution, to vote (according to the number of votes which the undersigned would be entitled to cast if then personally present) at a Joint Special Meeting of Shareholders of the Lord Abbett Family of Funds to be held at the offices of Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, New Jersey 07302-3973 on Thursday, November 5, 2015, at 9:00 a.m. (Eastern time), including all adjournments thereof, as specified on the reverse, and in their discretion upon such other business as may properly be brought before the meeting.

 

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, CONTINUATIONS, OR RESCHEDULINGS THEREOF.

 

PLEASE REVIEW PROPOSALS, SIGN, DATE, AND RETURN ALL PAGES OF THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE USE BLUE OR BLACK INK OR DARK PENCIL. SIGNED PROXY CARDS THAT DO NOT INDICATE A VOTE WILL BE COUNTED AS A VOTE “FOR” THE PROPOSALS AND ANY OTHER MATTERS AS DEEMED APPROPRIATE.

 

 

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-877-297-1747. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time and Saturday 10 a.m. to 6 p.m. Eastern time.

 

Important Notice Regarding the Availability of Proxy Materials for this Joint Special Meeting of Shareholders to Be Held on November 5, 2015. The proxy statement for this meeting is available at: http://www.proxyonline.com/docs/lordabbett.pdf

 

 

 

YOUR VOTE IS VERY IMPORTANT. If you own more than one investment with the Lord Abbett Family of Funds, you may conveniently vote for all your investments in the same manner using the box below. Alternatively, if you would like to vote each of your investments individually, please indicate your vote for the proposals next to each investment. If you hold more than 20 investments with the Lord Abbett Family of Funds, please ensure you vote all proposals on the following page(s).

 

 

THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:

 

1.To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement;
(a)Amend the fundamental investment restriction with respect to Borrowing;
(b)Amend the fundamental investment restriction with respect to Lending;

 

2.To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year.

 

 

TO VOTE ALL INVESTMENTS AND PROPOSALS AT ONCE

Simply indicate your voting direction by marking one of the corresponding circles to the right.

Note: Issuing a vote in this box supersedes all voting below if so marked.

     

FOR

ALL

AGAINST

ALL

ABSTAIN

ALL

       ○  ○ ○

 

TO CAST A VOTE FOR YOUR INVESTMENTS INDIVIDUALLY, PLEASE DO SO BELOW: (be sure to vote additional page(s) if provided)

  1a. To amend the fundamental investment restriction regarding Borrowing   1b. To amend the fundamental investment restriction regarding Lending   2. To ratify Deloitte & Touche LLP as the Fund’s independent registered public accounting firm  
Investment(s) For Against Abstain   For Against Abstain   For Against  Abstain  
                         

 

 

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposal previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals. 

       
       
  Signature Date  
       
       
  Title (if necessary) or Joint Signature    
       
 

 

 

THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE FOLLOWING PROPOSALS:

 

3.To approve the amendment to the fundamental investment restrictions of the Fund as described in the proxy statement;
(c)Amend the fundamental investment restriction with respect to Borrowing;
(d)Amend the fundamental investment restriction with respect to Lending;

 

4.To ratify the selection of Deloitte & Touche LLP as the Fund’s independent registered public accounting firm for the Fund’s current fiscal year.

 

 

TO CAST A VOTE FOR YOUR INVESTMENTS INDIVIDUALLY, PLEASE DO SO BELOW: (be sure to vote additional page(s) if provided)

  1a. To amend the fundamental investment restriction regarding Borrowing  

1b. To amend the fundamental investment restriction regarding

Lending

   2. To ratify Deloitte & Touche LLP as the Fund’s independent registered public accounting firm  
Investment(s) For Against Abstain   For Against Abstain   For Against  Abstain  
                         

 

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. I hereby revoke any and all votes with respect to the foregoing proposal previously given by me. I acknowledge receipt of the Proxy Statement dated September 4, 2015, which describes the above proposals. If this proxy card is signed but there is no indication of vote above, the proxy card will be voted “For” all proposals. 

       
       
  Signature Date  
       
       
  Title (if necessary) or Joint Signature    
       

 
 
 
Lord Abbett Level I Call Script
(CONFIRM RECEIPT OF PROXY MATERIAL)

 

Good (morning, afternoon, evening), my name is (AGENT’S FULL NAME).

May I please speak with (SHAREHOLDER’S FULL NAME)?

(Re-Greet If Necessary)

 

I am calling on behalf of the Lord Abbett Family of Funds. You own shares in one or more of the Lord Abbett Funds that have scheduled a shareholder meeting for November 5, 2015. I wanted to confirm that you have received the proxy material for this meeting.

Have you received the information?

(Pause for response)

 

If “Yes” or positive response:
If you’re not able to attend the meeting, I can record your voting instructions by phone. The Board is unanimously recommending a vote “In Favor” of all proposals.

 

If “No” or negative response:
I would be happy to review the meeting agenda and record your vote by phone. However, the Board is unanimously recommending a vote “In Favor” of all proposals.

 

Would you like to vote along with the Board’s recommendation?

(Pause For Response)

(Review Voting Options with Shareholder If Necessary)

 

If we identify any additional accounts you own with The Lord Abbett Family of Funds before the meeting takes place, would you like to vote those accounts in the same manner as well? (Pause For Response)

 

 

*Confirmation – I am recording your (Recap Voting Instructions).

For confirmation purposes:

 

·Please state your full name. (Pause)
·According to our records, you reside in (city, state, zip code). (Pause)
·To ensure that we have the correct address for the written confirmation, please state your street address. (Pause)

 

Thank you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions please call the toll free number listed on this confirmation. Mr. /Ms. ___________, your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)

 

 

FOR INTERNAL DISTRIBUTION ONLY Updated 9-4-15
 
  Mutual Fund
Proxy Fact Sheet For:

The Lord Abbett Family Of Funds

Joint Special Meeting Important Dates   Joint Special Meeting Location
Record Date AUGUST 10, 2015   LORD, ABBETT & CO. LLC
Mail Date SEPTEMBER 4, 2015   90 HUDSON STREET
Meeting Date NOVEMBER 5, 2015 @ 9:00AM EST   JERSEY CITY, NEW JERSEY 07302
Additional  Information   Contact Information
Ticker Symbol SEE PAGES 6-13   Inbound Line 1-877-297-1747
Cusip Number SEE PAGES 6-13   Website www.lordabbett.com

 

What are shareholders being asked to vote on?

 

1aTo approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing;

THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”

 

1bTo approve a proposal to amend the fundamental investment restriction of each Fund regarding lending;

THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”

 

2.To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund’s current fiscal year.

THE BOARDS’ UNANIMOUS RECOMMENDATION - “FOR”

 

 

PROPOSAL 1a and PROPOSAL 1b:

 

Overview:

 

You are being asked to approve changes to your Fund’s investment policies regarding borrowing and lending that would enable your Fund to participate in the Interfund Lending Program. The changes, if approved by your Fund’s shareholders, would permit your Fund to borrow money from or lend money to another Lord Abbett Fund for a period of one to seven days through the Interfund Lending Program. The proposed amendments also would modernize the Funds’ borrowing and lending policies and make such policies uniform across the Lord Abbett Funds. Proposal 1 consists of two parts: Proposal 1a, which would change your Fund’s investment policy regarding borrowing, and Proposal 1b, which would change your Fund’s investment policy regarding lending. You are being asked to approve both of these sub-proposals to enable your Fund to participate fully in the Interfund Lending Program.

 

What is the Interfund Lending Program?

 

The Lord Abbett Funds and their investment adviser, Lord, Abbett & Co. LLC, have requested permission from the U.S. Securities and Exchange Commission to allow them to participate in the Interfund Lending Program. Under the Interfund Lending Program, a Lord Abbett Fund would be able to borrow from or lend money to another Lord Abbett Fund for periods of one to seven days in certain circumstances. Lord Abbett and the Board believe the Interfund Lending Program would be an important tool to have

 

 

For Internal Distribution Only Page 1
 

available for helping the Funds manage potential challenges created by securities market variations in liquidity.

 

What are the benefits of the Interfund Lending Program?

 

·Benefits to Borrowing Funds. A mutual fund may need to borrow money for various reasons, for example, to meet investor redemptions or in circumstances where cash payments for securities sold in the portfolio may be delayed. Generally, under the Investment Company Act of 1940, as amended, a mutual fund is only allowed to borrow from a bank. The Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to borrowing from a bank by borrowing money from another Lord Abbett Fund at a lower interest rate than a bank would charge. Lord Abbett and the Board believe this additional source of liquidity will be useful to the Lord Abbett Funds, as banks have scaled back on lending in response to regulatory and market changes.

 

·Benefits to Lending Funds. A mutual fund may not be fully invested in the marketplace for various reasons, and consequently may have cash in its portfolio. Currently, a Lord Abbett Fund may invest such cash in short-term instruments, such as repurchase agreements or money market funds. The proposed Interfund Lending Program would give a Lord Abbett Fund an attractive alternative to those short-term (typically overnight) investments by permitting lending this excess cash to another Lord Abbett Fund at a higher rate of return than an investment in a short-term instrument would have provided.

 

·Economic Benefits to Borrowing and Lending Funds. The proposed Interfund Lending Program is designed so that borrowings made through it would be more beneficial to a Lord Abbett Fund (i.e., at a lower interest rate) than borrowing from a bank. Similarly, loans made through the proposed Interfund Lending Program would be more beneficial (i.e., at a higher rate of return) than an alternative short-term investment. Lord Abbett and the Board believe these benefits exceed the costs to the Funds of participating in the Interfund Lending Program, which are discussed in the Proxy Statement.

 

·Established Industry Practice. The SEC has allowed nearly 30 mutual fund families to establish interfund lending programs over the last 15 years. The Lord Abbett Funds’ proposed Interfund Lending Program would be similar to these programs in all material respects.

 

Why are shareholders being asked to approve these changes?

 

Your Fund is required to have investment policies regarding borrowing and lending. These investment policies, which are also known as investment restrictions, are “fundamental,” which means the Fund’s shareholders must approve any change to them. Your Fund’s current investment policies related to borrowing and lending would not permit your Fund to participate in the Interfund Lending Program. This is because interfund lending was not contemplated or commonplace when your Fund commenced operations. Substantially all Lord Abbett Funds formed since 2007 already have investment policies that would enable their participation in the Interfund Lending Program. You are being asked to approve changes to your Fund’s borrowing and lending investment policies so that it also can participate in the Interfund Lending Program.

 

 
For Internal Distribution OnlyPage 2
 

Is the way in which the funds are managed expected to change as a result?

 

Lord Abbett has no intention to change the Funds’ principal investment strategies or the manner in which the Funds are managed if Proposal 1 is approved.

 

EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 1a & PROPOSAL 1b

 

 

PROPOSAL 1a: To approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing

 

Why are shareholders being asked to approve a proposal to amend the fundamental investment restriction of each Fund regarding borrowing?

 

Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding borrowing, which currently is more restrictive than what federal securities laws require. As a result, the investment restriction prohibits certain borrowing activities that otherwise are permissible for each Fund, including borrowing money from other Lord Abbett Funds pursuant to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to borrow through the Interfund Lending Program would benefit the Funds by affording them with additional liquidity resources at a lower interest rate than a bank would charge and greater flexibility to respond to changing market conditions.

 

What is each Fund’s current fundamental investment restriction regarding borrowing?

 

Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, each Fund’s current fundamental investment restriction regarding borrowing is substantially as follows:

 

Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 331⁄3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law.

 

If approved, what would be the new fundamental investment restriction for each Fund regarding borrowing?

 

If a Fund’s shareholders approve this sub-proposal, each Fund’s new fundamental investment restriction regarding borrowing would be (the new language is underlined) as below. Subject to shareholder approval, this restriction would be the same for every Fund.

 

Each Fund may not borrow money, except that (i) it may borrow from banks (as defined in the 1940 Act) in amounts up to 33 1⁄3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, (iv) it may purchase securities on margin to the extent permitted by applicable law, and (v) it may borrow money from other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund.

 

 
For Internal Distribution OnlyPage 3
 

LORD ABBETT SERIES FUND – GROWTH AND INCOME PORTFOLIO ONLY

 

Currently, the Fund is permitted to borrow only from a bank and only as a temporary measure for extraordinary or emergency purposes. This restriction has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to take advantage of borrowing abilities permitted by applicable law. Proposal 1a, if approved, would modernize this restriction by removing the requirement that borrowings by the Fund be made only in emergency or extraordinary situations, and also would permit the Fund to borrow from other Lord Abbett Funds as well as banks. The new restriction also would permit the Fund to obtain short-term credit to clear the purchase or sale of securities and to purchase securities on margin to the extent permitted by applicable law.

 

EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 1a

 

 

PROPOSAL 1b: To approve a proposal to amend the fundamental investment restriction of each Fund regarding lending

 

Why are shareholders being asked to approve a proposal to amend the fundamental investment restriction of each Fund regarding lending?

 

Each Fund’s shareholders are being asked to approve amendments to the Fund’s fundamental investment restriction regarding lending, which currently is more restrictive than what federal securities laws require. As a result, the investment restriction prohibits certain lending activities that otherwise are permissible for each Fund, including lending money to other Lord Abbett Funds pursuant to an SEC exemptive order. Lord Abbett and the Board believe that amending the investment restriction to permit each Fund to lend through the Interfund Lending Program would benefit the Funds by affording them with the opportunity to earn interest at a rate greater than what they otherwise could obtain by investing their excess cash in various short-term instruments.

 

What is each Fund’s current fundamental investment restriction regarding lending?

 

Except with respect to Lord Abbett Series Fund – Growth and Income Portfolio, which is discussed below, each Fund’s current fundamental investment restriction regarding the making of loans is substantially as follows:

 

Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) each Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law.

 

If approved, what would be the new fundamental investment restriction regarding lending for each Fund?

 

If a Fund’s shareholders approve this sub-proposal, each Fund’s new fundamental investment restriction regarding the making of loans would read (the new language is underlined) as shown below. Subject to shareholder approval, this restriction would be the same for every Fund.

 

 
For Internal Distribution OnlyPage 4
 

Each Fund may not make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law, and (iii) the Fund may lend money to other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund;

 

LORD ABBETT SERIES FUND – GROWTH AND INCOME PORTFOLIO ONLY

 

Currently, the Fund is permitted to lend only to the extent that it may enter into short-term repurchase agreements with sellers of securities that the Fund has purchased, and it may lend portfolio securities to registered broker dealers if the loan is fully secured by cash or cash equivalents and the loan does not expose the Fund to significant risk. The Fund’s current fundamental investment restriction also restricts the Fund’s investments in illiquid securities to 5% of the Fund’s assets, which is lower than the 15% regulatory limit. The Fund’s fundamental investment restriction regarding lending has not been updated since the Fund commenced operations in 1989. Consequently, unlike many other mutual funds, the Fund currently is not able to engage in lending activities that are otherwise permitted by applicable law. Proposal 1b, if approved, would modernize the Fund’s fundamental investment restriction and to lend to another Lord Abbett Fund through the Interfund Lending Program. The proposed language also would remove the 5% limitation on illiquid assets, although the Fund would be prohibited from investing more than 15% of its assets pursuant to a non-fundamental investment restriction. The Fund also would be permitted to lend its portfolio securities in accordance with applicable law.

 

EACH FUND’S BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 1b

 

 

PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for each Fund’s current fiscal year.

 

Why are shareholders being asked to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for each Fund’s current fiscal year?

 

Deloitte & Touche LLP, including the member firms of Deloitte Touche Tohmatsu and their respective affiliates, which currently serves as each Fund’s independent registered public accounting firm, has been selected by each Fund’s Audit Committee and ratified by that Fund’s Board, including a majority of the non-Interested Board members, as each Fund’s independent registered public accounting firm for its current fiscal year. The shareholders of each Fund are being asked to ratify this selection.

 

EACH FUND’S BOARD UNANIMOUSLY RECOMMEND A VOTE “FOR” PROPOSAL 2

 

 

 
For Internal Distribution OnlyPage 5
 
CUSIP TICKER SYMBOL FUND NAME CLASS
544001100 LAFFX Affiliated Fund A
544001209 LAFBX Affiliated Fund B
544001308 LAFCX Affiliated Fund C
544001605 LAAFX Affiliated Fund F
544001506 LAFYX Affiliated Fund I
544001407 LAFPX Affiliated Fund P
544001704 LAFQX Affiliated Fund R2
544001803 LAFRX Affiliated Fund R3
544001886 LAFSX Affiliated Fund R4
544001878 LAFTX Affiliated Fund R5
544001860 LAFVX Affiliated Fund R6
544004104 LBNDX Bond Debenture Fund A
544004203 LBNBX Bond Debenture Fund B
544004302 BDLAX Bond Debenture Fund C
544004609 LBDFX Bond Debenture Fund F
544004401 LBNYX Bond Debenture Fund I
544004500 LBNPX Bond Debenture Fund P
544004708 LBNQX Bond Debenture Fund R2
544004807 LBNRX Bond Debenture Fund R3
544004880 LBNSX Bond Debenture Fund R4
544004872 LBNTX Bond Debenture Fund R5
544004864 LBNVX Bond Debenture Fund R6
544006109 LAGWX Developing Growth Fund A
544006208 LADBX Developing Growth Fund B
544006307 LADCX Developing Growth Fund C
544006604 LADFX Developing Growth Fund F
544006505 LADYX Developing Growth Fund I
544006406 LADPX Developing Growth Fund P
544006703 LADQX Developing Growth Fund R2
544006802 LADRX Developing Growth Fund R3
544006885 LADSX Developing Growth Fund R4
544006877 LADTX Developing Growth Fund R5
544006869 LADVX Developing Growth Fund R6
543908867 LDMAX Emerging Markets Currency Fund A
543908859 LDMBX Emerging Markets Currency Fund B
543908842 LDMCX Emerging Markets Currency Fund C
543908776 LDMFX Emerging Markets Currency Fund F
543908826 LDMYX Emerging Markets Currency Fund I
543908834 LDMPX Emerging Markets Currency Fund P

 

 
For Internal Distribution Only Page 6
 
543908768 LDMQX Emerging Markets Currency Fund R2
543908750 LDMRX Emerging Markets Currency Fund R3
543908578 LDMSX Emerging Markets Currency Fund R4
543908560 LDMTX Emerging Markets Currency Fund R5
543908552 LDMVX Emerging Markets Currency Fund R6
543908107 LAGEX Multi-Asset Global Opportunity Fund A
543908305 LAGBX Multi-Asset Global Opportunity Fund B
543908404 LAGCX Multi-Asset Global Opportunity Fund C
543908818 LAGFX Multi-Asset Global Opportunity Fund F
543908883 LGEYX Multi-Asset Global Opportunity Fund I
543908792 LAGQX Multi-Asset Global Opportunity Fund R2
543908784 LARRX Multi-Asset Global Opportunity Fund R3
543908610 LARSX Multi-Asset Global Opportunity Fund R4
543908594 LARTX Multi-Asset Global Opportunity Fund R5
543908586 LARVX Multi-Asset Global Opportunity Fund R6
543916753 LACFX Convertible Fund A
543916746 LBCFX Convertible Fund B
543916738 LACCX Convertible Fund C
543916498 LBFFX Convertible Fund F
543916712 LCFYX Convertible Fund I
543916720 LCFPX Convertible Fund P
543916480 LBCQX Convertible Fund R2
543916472 LCFRX Convertible Fund R3
54401E846 LCFSX Convertible Fund R4
54401E838 LCFTX Convertible Fund R5
54401E820 LCFVX Convertible Fund R6
543916878 LCRAX Core Fixed Income Fund A
543916860 LCRBX Core Fixed Income Fund B
543916852 LCRCX Core Fixed Income Fund C
543916431 LCRFX Core Fixed Income Fund F
543916803 LCRYX Core Fixed Income Fund I
543916811 LCRPX Core Fixed Income Fund P
543916423 LCRQX Core Fixed Income Fund R2
543916415 LCRRX Core Fixed Income Fund R3
54401E812 LCRSX Core Fixed Income Fund R4
54401E796 LCRTX Core Fixed Income Fund R5
54401E788 LCRVX Core Fixed Income Fund R6
543916555 LDSAX Diversified Equity Strategy Fund A
543916548 LDSBX Diversified Equity Strategy Fund B
543916530 LDSCX Diversified Equity Strategy Fund C
543916233 LDSFX Diversified Equity Strategy Fund F

 

 
For Internal Distribution Only Page 7
 
543916514 LDSYX Diversified Equity Strategy Fund I
543916522 LDSPX Diversified Equity Strategy Fund P
543916225 LDSQX Diversified Equity Strategy Fund R2
543916217 LDSRX Diversified Equity Strategy Fund R3
54401E101 LDSSX Diversified Equity Strategy Fund R4
54401E200 LDSTX Diversified Equity Strategy Fund R5
54401E309 LDSVX Diversified Equity Strategy Fund R6
54400N102 LHYAX High Yield Fund A
54400N201 LHYBX High Yield Fund B
54400N300 LHYCX High Yield Fund C
54400N508 LHYFX High Yield Fund F
54400N409 LAHYX High Yield Fund I
543916761 LHYPX High Yield Fund P
54400N607 LHYQX High Yield Fund R2
54400N706 LHYRX High Yield Fund R3
54401E747 LHYSX High Yield Fund R4
54401E739 LHYTX High Yield Fund R5
54401E721 LHYVX High Yield Fund R6
543916308 LAGVX Income Fund A
543916407 LAVBX Income Fund B
543916506 LAUSX Income Fund C
543916365 LAUFX Income Fund F
543916670 LAUYX Income Fund I
543916357 LAUQX Income Fund R2
543916340 LAURX Income Fund R3
54401E713 LAUKX Income Fund R4
54401E697 LAUTX Income Fund R5
54401E689 LAUVX Income Fund R6
543916209 LABFX Multi-Asset Balanced Opportunity Fund A
543916886 LABBX Multi-Asset Balanced Opportunity Fund B
543916605 BFLAX Multi-Asset Balanced Opportunity Fund C
543916332 BLAFX Multi-Asset Balanced Opportunity Fund F
543916696 LABYX Multi-Asset Balanced Opportunity Fund I
543916779 LABPX Multi-Asset Balanced Opportunity Fund P
543916324 BLAQX Multi-Asset Balanced Opportunity Fund R2
543916316 BLARX Multi-Asset Balanced Opportunity Fund R3
54401E408 BLASX Multi-Asset Balanced Opportunity Fund R4
54401E507 BLATX Multi-Asset Balanced Opportunity Fund R5
54401E606 BLAVX Multi-Asset Balanced Opportunity Fund R6
543916613 LWSAX Multi-Asset Growth Fund A
543916597 LWSBX Multi-Asset Growth Fund B

 

 
For Internal Distribution Only Page 8
 
543916589 LWSCX Multi-Asset Growth Fund C
543916266 LGXFX Multi-Asset Growth Fund F
543916563 LWSYX Multi-Asset Growth Fund I
543916571 LWSPX Multi-Asset Growth Fund P
543916258 LGIQX Multi-Asset Growth Fund R2
543916241 LGIRX Multi-Asset Growth Fund R3
54401E879 LGIKX Multi-Asset Growth Fund R4
54401E861 LGITX Multi-Asset Growth Fund R5
54401E853 LGIVX Multi-Asset Growth Fund R6
543916662 ISFAX Multi Asset-Income Fund A
543916654 ISFBX Multi Asset-Income Fund B
543916647 ISFCX Multi Asset-Income Fund C
543916290 LIGFX Multi Asset-Income Fund F
543916621 ISFYX Multi Asset-Income Fund I
543916639 ISFPX Multi Asset-Income Fund P
543916282 LIGQX Multi Asset-Income Fund R2
543916274 LIXRX Multi Asset-Income Fund R3
54401E705 LIXSX Multi Asset-Income Fund R4
54401E804 LIXTX Multi Asset-Income Fund R5
54401E887 LIXVX Multi Asset-Income Fund R6
543916100 LALDX Short Duration Income Fund A
543916787 LLTBX Short Duration Income Fund B
543916704 LDLAX Short Duration Income Fund C
543916464 LDLFX Short Duration Income Fund F
543916688 LLDYX Short Duration Income Fund I
543916456 LDLQX Short Duration Income Fund R2
543916449 LDLRX Short Duration Income Fund R3
54401E648 LDLKX Short Duration Income Fund R4
54401E630 LDLTX Short Duration Income Fund R5
54401E622 LDLVX Short Duration Income Fund R6
543916845 LTRAX Total Return Fund A
543916837 LTRBX Total Return Fund B
543916829 LTRCX Total Return Fund C
543916399 LTRFX Total Return Fund F
54400U106 LTRYX Total Return Fund I
543916795 LTRPX Total Return Fund P
543916381 LTRQX Total Return Fund R2
543916373 LTRRX Total Return Fund R3
54401E614 LTRKX Total Return Fund R4
54401E580 LTRTX Total Return Fund R5
54401E598 LTRHX Total Return Fund R6

 

 
For Internal Distribution Only Page 9
 
543919104 LAVLX Mid Cap Stock Fund A
543919203 LMCBX Mid Cap Stock Fund B
543919302 LMCCX Mid Cap Stock Fund C
543919609 LMCFX Mid Cap Stock Fund F
543919500 LMCYX Mid Cap Stock Fund I
543919401 LMCPX Mid Cap Stock Fund P
543919708 LMCQX Mid Cap Stock Fund R2
543919807 LMCRX Mid Cap Stock Fund R3
543919880 LMCSX Mid Cap Stock Fund R4
543919872 LMCTX Mid Cap Stock Fund R5
543919864 LMCHX Mid Cap Stock Fund R6
543902852 LCFIX California Tax Free Income Fund A
543902845 CALAX California Tax Free Income Fund C
543902811 LCFFX California Tax Free Income Fund F
543902670 CAILX California Tax Free Income Fund I
543912877 HYMAX High Yield Municipal Bond Fund A
543912851 HYMCX High Yield Municipal Bond Fund C
543912810 HYMFX High Yield Municipal Bond Fund F
543912836 HYMIX High Yield Municipal Bond Fund I
543912844 HYMPX High Yield Municipal Bond Fund P
543912604 LISAX Intermediate Tax Free Fund A
543912703 LISBX Intermediate Tax Free Fund B
543912802 LISCX Intermediate Tax Free Fund C
543902647 LISFX Intermediate Tax Free Fund I
543912794 LAIIX Intermediate Tax Free Fund F
543912885 LISPX Intermediate Tax Free Fund P
543902100 LANSX National Tax Free Fund A
543902878 LANBX National Tax Free Fund B
543902860 LTNSX National Tax Free Fund C
543902761 LANFX National Tax Free Fund F
543902829 LTNIX National Tax Free Fund I
543902407 LANJX New Jersey Tax Free Fund A
543902753 LNJFX New Jersey Tax Free Fund F
543902662 LINJX New Jersey Tax Free Fund I
543902209 LANYX New York Tax Free Fund A
543902837 NYLAX New York Tax Free Fund C
543902746 LNYFX New York Tax Free Fund F
543902654 NYLIX New York Tax Free Fund I
543913859 LAMAX Calibrated Dividend Growth Fund A
543913842 LAMBX Calibrated Dividend Growth Fund B
543913834 LAMCX Calibrated Dividend Growth Fund C

 

 
For Internal Distribution Only Page 10
 
543913792 LAMFX Calibrated Dividend Growth Fund F
543913818 LAMYX Calibrated Dividend Growth Fund I
543913826 LAMPX Calibrated Dividend Growth Fund P
543913784 LAMQX Calibrated Dividend Growth Fund R2
543913776 LAMRX Calibrated Dividend Growth Fund R3
543913636 LAMSX Calibrated Dividend Growth Fund R4
543913628 LAMTX Calibrated Dividend Growth Fund R5
543913610 LAMHX Calibrated Dividend Growth Fund R6
54400R103 LMGAX Growth Opportunities Fund A
54400R202 LMGBX Growth Opportunities Fund B
54400R301 LMGCX Growth Opportunities Fund C
54400R608 LGOFX Growth Opportunities Fund F
54400R400 LMGYX Growth Opportunities Fund I
54400R509 LGOPX Growth Opportunities Fund P
54400R707 LGOQX Growth Opportunities Fund R2
54400R806 LGORX Growth Opportunities Fund R3
543913693 LGOSX Growth Opportunities Fund R4
543913685 LGOTX Growth Opportunities Fund R5
543913677 LGOVX Growth Opportunities Fund R6
543913305 LRSCX Small Cap Value Fund A
543913503 LRSBX Small Cap Value Fund B
543913701 LSRCX Small Cap Value Fund C
543913735 LRSFX Small Cap Value Fund F
543913800 LRSYX Small Cap Value Fund I
543913867 LRSPX Small Cap Value Fund P
543913727 LRSQX Small Cap Value Fund R2
543913719 LRSRX Small Cap Value Fund R3
543913669 LRSSX Small Cap Value Fund R4
543913651 LRSTX Small Cap Value Fund R5
543913644 LRSVX Small Cap Value Fund R6
543915763 ALFAX Alpha Strategy Fund A
543915755 ALFBX Alpha Strategy Fund B
543915748 ALFCX Alpha Strategy Fund C
543915532 ALFFX Alpha Strategy Fund F
543915581 ALFYX Alpha Strategy Fund I
543915524 ALFQX Alpha Strategy Fund R2
543915516 ALFRX Alpha Strategy Fund R3
54400A886 ALFKX Alpha Strategy Fund R4
54400A878 ALFTX Alpha Strategy Fund R5
54400A860 ALFVX Alpha Strategy Fund R6
543915862 LDFVX Fundamental Equity Fund A

 

 
For Internal Distribution Only Page 11
 
543915821 GILBX Fundamental Equity Fund B
543915607 GILAX Fundamental Equity Fund C
543915565 LAVFX Fundamental Equity Fund F
543915714 LAVYX Fundamental Equity Fund I
543915722 LAVPX Fundamental Equity Fund P
543915557 LAVQX Fundamental Equity Fund R2
543915540 LAVRX Fundamental Equity Fund R3
54400A852 LAVSX Fundamental Equity Fund R4
54400A845 LAVTX Fundamental Equity Fund R5
54400A837 LAVVX Fundamental Equity Fund R6
543915649 LICAX International Core Equity Fund A
543915631 LICBX International Core Equity Fund B
543915623 LICCX International Core Equity Fund C
543915490 LICFX International Core Equity Fund F
543915599 LICYX International Core Equity Fund I
543915615 LICPX International Core Equity Fund P
543915482 LICQX International Core Equity Fund R2
543915474 LICRX International Core Equity Fund R3
54400A753 LICSX International Core Equity Fund R4
54400A746 LICTX International Core Equity Fund R5
54400A738 LICVX International Core Equity Fund R6
543915391 LIDAX International Dividend Income Fund A
543915375 LIDCX International Dividend Income Fund C
543915367 LIDFX International Dividend Income Fund F
543915359 LAIDX International Dividend Income Fund I
543915342 LIDRX International Dividend Income Fund R2
543915334 LIRRX International Dividend Income Fund R3
54400A720 LIRSX International Dividend Income Fund R4
54400A712 LIRTX International Dividend Income Fund R5
54400A696 LIRVX International Dividend Income Fund R6
543915854 LAIEX International Opportunities Fund A
543915847 LINBX International Opportunities Fund B
543915839 LINCX International Opportunities Fund C
543915466 LINFX International Opportunities Fund F
543915813 LINYX International Opportunities Fund I
543915730 LINPX International Opportunities Fund P
543915458 LINQX International Opportunities Fund R2
543915441 LINRX International Opportunities Fund R3
54400A688 LINSX International Opportunities Fund R4
54400A670 LINTX International Opportunities Fund R5
54400A662 LINVX International Opportunities Fund R6

 

 
For Internal Distribution Only Page 12
 
99MICROGR N/A Micro Cap Growth Fund A
54400V104 LMIYX Micro Cap Growth Fund I
99MICROVA N/A Micro Cap Value Fund A
54400W102 LMVYX Micro Cap Value Fund I
54400A100 LVOAX Value Opportunities Fund A
54400A209 LVOBX Value Opportunities Fund B
54400A308 LVOCX Value Opportunities Fund C
54400A605 LVOFX Value Opportunities Fund F
54400A506 LVOYX Value Opportunities Fund I
54400A407 LVOPX Value Opportunities Fund P
54400A704 LVOQX Value Opportunities Fund R2
54400A803 LVORX Value Opportunities Fund R3
54400A787 LVOSX Value Opportunities Fund R4
54400A779 LVOTX Value Opportunities Fund R5
54400A761 LVOVX Value Opportunities Fund R6
543910608   Lord Abbett Series Fund, Inc. - Bond-Debenture Portfolio VC
543910871   Lord Abbett Series Fund, Inc. - Calibrated Dividend Growth Portfolio VC
543910863   Lord Abbett Series Fund, Inc. - Classic Stock Portfolio VC
543910806   Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio VC
543910103   Lord Abbett Series Fund, Inc. - Growth and Income Portfolio VC
543910889   Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio VC
543910509   Lord Abbett Series Fund, Inc. - International Opportunities Portfolio VC
543910400   Lord Abbett Series Fund, Inc. - Mid Cap Stock Portfolio VC
543918106 LACXX U.S. Government & Government Sponsored Enterprises Money Market Fund A
543918304 LABXX U.S. Government & Government Sponsored Enterprises Money Market Fund B
543918205 LCCXX U.S. Government & Government Sponsored Enterprises Money Market Fund C
543918403 LAYXX U.S. Government & Government Sponsored Enterprises Money Market Fund I

 

 
For Internal Distribution Only Page 13
 

VOTING METHODS

 

PHONE: To cast your vote by telephone with a proxy specialist, call the toll-free number found on your proxy card.  Representatives are available to take your voting instructions Monday through Friday 8:00 a.m. to 11:00 p.m. and Saturday from 10:00 a.m. to 6:00 p.m. Eastern Time.
MAIL: To vote your proxy by mail, check the appropriate voting box on the proxy card, sign and date the card and return it in the enclosed postage-paid envelope. 
TOUCH-TONE:  To cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on your proxy card.
INTERNET: To vote via the Internet, go to the website specified on your proxy card and enter the control number found on the proxy card.

 

 

Proxy Materials Are Available Online At: www.proxyonline.com/docs/lordabbett.pdf

 

 
For Internal Distribution Only Page 14