-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PNADtZBVQptUlJKCtzeUFhnx6lSkyp022DwtJqRgJwxJu1CD+im3qQLjxwIyi9We 0wQnOhv3kvAh6f3vXfuBzg== 0000950136-02-001625.txt : 20020529 0000950136-02-001625.hdr.sgml : 20020529 20020529152337 ACCESSION NUMBER: 0000950136-02-001625 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020718 FILED AS OF DATE: 20020529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORD ABBETT GLOBAL FUND INC CENTRAL INDEX KEY: 0000829901 IRS NUMBER: 133460109 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05476 FILM NUMBER: 02664721 BUSINESS ADDRESS: STREET 1: 90 HUDSON STREET CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 201-395-2000 MAIL ADDRESS: STREET 1: 90 HUDSON STREET CITY: JERSEY CITY STATE: NJ ZIP: 10153-0203 DEF 14A 1 file001.txt DEFINITIVE PROXY 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 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 ----------------------------------------- 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 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
2 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 3 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. 4 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 5 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. 6 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. 7 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 8 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 9 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.
Name, Address and Date of Birth of Current Position Principal Occupation Other Board Member Nominee with each Fund During Past Five Years Directorships - ------------------------- ------------------ -------------------------- ----------------- 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!
---------- ---------- --------- |TELEPHONE | | INTERNET | | MAIL | ---------- ---------- --------- GRAPHIC OMITTED 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. -------------------------------------------- | VOTING ON THE INTERNET | | | | o Read the Proxy Statement and have this | | card at hand | | o Log on to www.proxyweb.com | | o Enter the control number shown to the | | left and follow the on-screen | | instructions | | o Do not return this paper ballot | -------------------------------------------- -------------------------------------------- | VOTE BY PHONE | | | | o Read the Proxy Statement and have this | | card at hand | | o Call toll-free 1-888-221-0697 | | o Enter the control number shown to the | | left and follow the recorded | | instructions | | o Do not return this paper ballot | -------------------------------------------- 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. ----------------------------------------------- | | | | | | | | | | | | ----------------------------------------------- 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] -----END PRIVACY-ENHANCED MESSAGE-----