LORD, ABBETT & CO.
LORD ABBETT-SPONSORED FUNDS
AND
LORD ABBETT DISTRIBUTOR LLC
CODE OF ETHICS
I. STATEMENT OF GENERAL PRINCIPLES
The personal investment activities of any officer, director, trustee or
employee of the Lord Abbett-sponsored Funds (the Funds) or any partner
or employee of Lord, Abbett & Co. (Lord Abbett) will be governed by the
following general principles: (1) Covered Persons have a duty at all
times to place first the interests of Fund shareholders and, in the
case of employees and partners of Lord Abbett, beneficiaries of managed
accounts; (2) all securities transactions by Covered Persons shall be
conducted consistent with this Code and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility; and (3) Covered
Persons should not take inappropriate advantage of their positions with
Lord Abbett or the Funds.
II. SPECIFIC PROHIBITIONS
No person covered by this Code, shall purchase or sell a security,
except an Excepted Security, if there has been a determination to
purchase or sell such security for a Fund (or, in the case of any
employee or partner of Lord, Abbett, for another client of Lord
Abbett), or if such a purchase or sale is under consideration for a
Fund (or, in the case of an employee or partner of Lord Abbett, for
another client of Lord Abbett), nor may such person have any dealings
in a security that he may not purchase or sell for any other account in
which he has Beneficial Ownership, or disclose the information to
anyone, until such purchase, sale or contemplated action has either
been completed or abandoned.
III. OBTAINING ADVANCE APPROVAL
Except as provided in Sections V and VI of this Code, all proposed
transactions in securities (privately or publicly owned) by Covered
Persons, except transactions in Excepted Securities AND EXCEPTED
TRANSACTIONS, should be approved consistent with the provisions of this
Code.. In order to obtain approval, the Covered Person must send their
request to the Legal Department (see Appendix I for details on the
approval process). After approval has been obtained, the Covered Person
may act on it within the next seven business days(1), unless he sooner
learns of a contemplated action by Lord Abbett. After the seven
business days, or upon hearing of such contemplated action, a new
approval must be obtained.
Furthermore, in addition to the above requirements, partners and
employees directly involved must disclose information they may have
concerning securities they may want to purchase or
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(1) The day approval is received is the first day of the seven business day
window.
Lord, Abbett & Co. Code of Ethics, November 2000
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sell to any portfolio manager who might be interested in the securities
for the portfolios they manage.
IV. REPORTING AND CERTIFICATION REQUIREMENTS; BROKERAGE CONFIRMATIONS
(1) Except as provided in Sections V and VI of this Code, within 10
days following the end of each calendar quarter each Covered
Person must file a signed Security Transaction Reporting Form.
The form must be signed and filed whether or not any security
transaction has been effected. If any transaction has been
effected during the quarter for the Covered Person's account or
for any account in which he has a direct or indirect Beneficial
Ownership, it must be reported. Excepted from this reporting
requirement are transactions effected in any accounts over which
the Covered Person has no direct or indirect influence or control
and transactions in Excepted Securities. Securities acquired in
an Excepted Transaction should be reported. The Legal Department
is responsible for reviewing these transactions and must bring
any apparent violation to the attention of the General Counsel of
Lord Abbett.
(2) Each employee and partner of Lord Abbett will upon commencement
of employment (within 5 business days) and annually thereafter
disclose all personal securities holdings and annually certify
that: (i) they have read and understand this Code and recognize
they are subject hereto; and (ii) they have complied with the
requirements of this Code and disclosed or reported all
securities transactions required to be disclosed or reported
pursuant to the requirements of this Code.
(3) Each employee and partner of Lord Abbett will direct his
brokerage firm to send copies of all confirmations and all
monthly statements directly to the Legal Department.
(4) Each employee and partner of Lord Abbett who has a
Fully-Discretionary Account (as defined in Section VI) shall
disclose all pertinent facts regarding such Account to Lord
Abbett's General Counsel upon commencement of employment. Each
such employee or partner shall thereafter annually certify on the
prescribed form that he or she has not and will not exercise any
direct or indirect influence or control over such Account, and
has not discussed any potential investment decisions with such
independent fiduciary in advance of any such transactions.
V. SPECIAL PROVISIONS APPLICABLE TO OUTSIDE DIRECTORS AND TRUSTEES OF
THE FUNDS
The primary function of the Outside Directors and Trustees of the Funds
is to set policy and monitor the management performance of the Funds'
officers and employees and the partners and employees of Lord Abbett
involved in the management of the Funds. Although they receive complete
information as to actual portfolio transactions, Outside Directors and
Trustees are not given advance information as to the Funds'
contemplated investment transactions.
An Outside Director or Trustee wishing to purchase or sell any security
will therefore generally not be required to obtain advance approval of
his security transactions. If, however, during discussions at Board
meetings or otherwise an Outside Director or Trustee should learn in
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advance of the Funds' current or contemplated investment transactions,
then advance approval of transactions in the securities of such
company(ies) shall be required for a period of 30 days from the date of
such Board meeting. In addition, an Outside Director or Trustee can
voluntarily obtain advance approval of any security transaction or
transactions at any time.
No report described in Section IV (1) will be required of an Outside
Director or Trustee unless he knew, or in the ordinary course of
fulfilling his official duties as a director or trustee should have
known, at the time of his transaction, that during the 15-day period
immediately before or after the date of the transaction (i.e., a total
of 30 days) by the Outside Director or Trustee such security was or was
to be purchased or sold by any of the Funds or such a purchase or sale
was or was to be considered by a Fund. If he makes any transaction
requiring such a report, he must report all securities transactions
effected during the quarter for his account or for any account in which
he has a direct or indirect Beneficial Ownership interest and over
which he has any direct or indirect influence or control. Each Outside
Director and Trustee will direct his brokerage firm to send copies of
all confirmations of securities transactions to the Legal Department,
and annually make the certification required under Section IV(2)(i) and
(ii). Outside Directors' and Trustees' transactions in Excepted
Securities are excepted from the provisions of this Code.
It shall be prohibited for an Outside Director or Trustee to (i) trade
on material non-public information, or (ii) trade in options with
respect to securities covered by this Code without advance approval
from Lord Abbett. Prior to accepting an appointment as a director of
any company, an Outside Director or Trustee will advise Lord Abbett and
discuss with Lord Abbett's Managing Partner whether accepting such
appointment creates any conflict of interest or other issues.
If an Outside Director or Trustee, who is a director or an employee of,
or consultant to, a company, receives a grant of options to purchase
securities in that company (or an affiliate), neither the receipt of
such options, nor the exercise of those options and the receipt of the
underlying security, requires advance approval from Lord Abbett.
Further, neither the receipt nor the exercise of such options and
receipt of the underlying security is reportable by such Outside
Director or Trustee. Finally, neither the receipt nor the exercise of
such options shall be considered "trading in options" within the
meaning of the preceding paragraph of this Section V.
VI. ADDITIONAL REQUIREMENTS RELATING TO PARTNERS AND EMPLOYEES OF LORD
ABBETT
It shall be prohibited for any partner or employee of Lord Abbett:
(1) To obtain or accept favors or preferential treatment of any kind
or gift or other thing having a value of more than $100 from any
person or entity that does business with or on behalf of the
investment company
(2) to trade on material non-public information or otherwise fail to
comply with the Firm's Statement of Policy and Procedures on
Receipt and Use of Inside Information adopted
Lord, Abbett & Co. Code of Ethics, November 2000 3
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pursuant to Section 15(f) of the Securities Exchange Act of 1934
and Section 204A of the Investment Advisers Act of 1940;
(3) to trade in options with respect to securities covered under this
Code;
(4) to profit in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within 60 calendar days (any
profits realized on such short-term trades shall be disgorged to
the appropriate Fund or as otherwise determined);
(5) to trade in futures or options on commodities, currencies or
other financial instruments, although the Firm reserves the right
to make rare exceptions in unusual circumstances which have been
approved by the Firm in advance;
(6) to engage in short sales or purchase securities on margin;
(7) to buy or sell any security within seven business days before or
after any Fund (or other Lord Abbett client) trades in that
security (any profits realized on trades within the proscribed
periods shall be disgorged to the Fund (or the other client) or
as otherwise determined);
(8) to subscribe to new or secondary public offerings, even though
the offering is not one in which the Funds or Lord Abbett's
advisory accounts are interested;
(9) to become a director of any company without the Firm's prior
consent and implementation of appropriate safeguards against
conflicts of interest.
In connection with any request for approval, pursuant to Section III of
this Code, of an acquisition by partners or employees of Lord Abbett of
any securities in a private placement, prior approval will take into
account, among other factors, whether the investment opportunity should
be reserved for any of the Funds and their shareholders (or other
clients of Lord Abbett) and whether the opportunity is being offered to
the individual by virtue of the individual's position with Lord Abbett
or the Funds. An individual's investment in privately-placed securities
will be disclosed to the Managing Partner of Lord Abbett if such
individual is involved in consideration of an investment by a Fund (or
other client) in the issuer of such securities. In such circumstances,
the Fund's (or other client's) decision to purchase securities of the
issuer will be subject to independent review by personnel with no
personal interest in the issuer.
If a spouse of a partner or employee of Lord Abbett who is a director
or an employee of, or a consultant to, a company, receives a grant of
options to purchase securities in that company (or an affiliate),
neither the receipt nor the exercise of those options requires advance
approval from Lord Abbett or reporting. Any subsequent sale of the
security acquired by the option exercise by that spouse would require
advance approval and is a reportable transaction.
Advance approval is not required for transactions in any account of a
Covered person if the Covered Person has no direct or indirect
influence or control ( a "Fully-Discretionary
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Account"). A Covered person will be deemed to have "no direct or
indirect influence or control" over an account only if : (i) investment
discretion for the account has been delegated to an independent
fiduciary and such investment discretion is not shared with the
employee, (ii) the Covered Person certifies in writing that he or she
has not and will not discuss any potential investment decisions with
such independent fiduciary before any transaction and (iii) the General
Counsel of Lord Abbett has determined that the account satisfies these
requirements. Transaction in Fully-Discretionary Accounts by an
employee or partner of Lord Abbett are subject to the post-trade
reporting requirements of this Code.
VII. ENFORCEMENT
The Secretary of the Funds and General Counsel for Lord Abbett (who may
be the same person) each is charged with the responsibility of
enforcing this Code, and may appoint one or more employees to aid him
in carrying out his enforcement responsibilities. The Secretary shall
implement a procedure to monitor compliance with this Code through an
ongoing review of personal trading records provided under this Code
against transactions in the Funds and managed portfolios(2). The
Secretary shall bring to the attention of the Funds' Audit Committees
any apparent violations of this Code, and the Audit Committees shall
determine what action shall be taken as a result of such violation. The
record of any violation of this Code and any action taken as a result
thereof, which may include suspension or removal of the violator from
his position, shall be made a part of the permanent records of the
Audit Committees of the Funds. The Secretary shall also prepare an
ANNUAL ISSUES AND CERTIFICATION REPORT to the directors or trustees of
the Funds that (a) summarizes Lord Abbett's procedures concerning
personal investing, including the procedures followed by partners in
determining whether to give approvals under Section III and the
procedures followed by the Legal Department in determining pursuant to
Section IV whether any Funds have determined to purchase or sell a
security or are considering such a purchase or sale, and any changes in
those procedures during the past year, and certifies to the directors
or trustees that the procedures are reasonably necessary to prevent
violations, and (b) identifies any recommended changes in the
restrictions imposed by this Code or in such procedures with respect to
the Code and any changes to the Code based upon experience with the
Code, evolving industry practices or developments in the regulatory
environment, and (c) summarizes any apparent violations of this Code
over the past year and any sanctions imposed in response to those
violations including any action taken by the Audit Committee of each of
the Funds.
The Audit Committee of each of the Funds and the General Counsel of
Lord Abbett may determine in particular cases that a proposed
transaction or proposed series of transactions does not conflict with
the policy of this Code and exempt such transaction or series of
transactions from one or more provisions of this Code.
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(2) This procedure is outlined in Appendix I.
Lord, Abbett & Co. Code of Ethics, November 2000 5
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VIII. DEFINITIONS
"Covered Person" means any officer, director, trustee, director or
trustee emeritus or employee of any of the Funds and any partner or
employee of Lord Abbett. (See also definition of "Beneficial
Ownership.")
"Excepted Securities" are shares of the Funds, bankers' acceptances,
bank certificates of deposit, commercial paper, shares of registered
open-end investment companies and U.S. Government and Agency
securities. Please note that shares of closed-end investment companies
and/or exchange traded unit-investment trusts ("UITs") are treated as
common stock under the Code.
"Excepted Transactions" means securities acquired through tender offers
or spin-offs; securities received due to a merger or acquisition; the
sale of 300 shares or less of a S&P 500 stock; and any securities
purchased through Dividend Reinvestment Programs (DRIPs) and/or
Employee Stock Ownership Plans (ESOPs). Please note that any sales made
from DRIPs and/or ESOPs require pre-approval as described in Section
III of this Code.(3)
"Outside Directors and Trustees" are directors and trustees who
are not "interested persons" as defined in the Investment Company Act
of 1940. "Security" means any stock, bond, debenture or in general any
instrument commonly known as a security and includes a warrant or
right to subscribe to or purchase any of the foregoing and also
includes the writing of an option on any of the foregoing.
"Beneficial Ownership" is interpreted in the same manner as it would be
under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1
thereunder. Accordingly, "beneficial owner" includes any Covered Person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest (i.e. the ability to share in profits
derived from such security) in any equity security, including:
(i) securities held by a person's immediate family sharing the same
house (with certain exceptions);
(ii) a general partner's interest in portfolio securities held by a
general or limited partnership;
(iii) a person's interest in securities held in trust as trustee,
beneficiary or settlor, as provided in Rule 16a-8(b); and
(iv) a person's right to acquire securities through options, rights
or other securities.
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(3) All Excepted Transactions are subject to the reporting requirements of
Section IV and VI. However, with respect to DRIPs and ESOPs only the initial
purchase must be reported on the quarterly transaction forms and the present
balance updated annually on the Annual Holdings Report.
Lord, Abbett & Co. Code of Ethics, November 2000 6
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"Gender/Number" whenever the masculine gender is used herein, it includes the
feminine gender as well, and the singular includes the plural and the plural
includes the singular, unless in each case the context clearly indicates
otherwise.
Lord, Abbett & Co. Code of Ethics, November 2000 7
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Appendix I
LORD, ABBETT & CO.
PERSONAL SECURITIES TRANSACTIONS PREAPPROVAL FORM
As part of my request for approval, I acknowledge to Lord, Abbett & Co. that:
I may not buy or sell any security if there has been a determination to
purchase or sell such security by Lord Abbett or if such a purchase
or sale is under consideration;
My approval to trade is good for only seven (7) business days, and that
I may not profit in any purchase and sale or sale and purchase of the
same security within 60 calendar days;
I may not engage in short sales and purchases on margin:
I have no material, non-public information with respect to the
securities listed below.
-------------------- -------------------
Name Date
I hereby request approval of the transaction(s) listed below:
Security Ticker-Exchange B/S
--------------------- --------------- ------
--------------------- --------------- ------
--------------------- --------------- ------
--------------------- --------------- ------
---E.M. Salzmann ----Z.E. Brown/ -----W. T. Hudson
S. Dinsky C. Towle
---R.G. Morris ----E. Von der Linde/ -----S. Humphrey
H. Hansen/D. Builder R. St. Louis
---S. J. McGruder ----T. Oberhaus -----R.P. Fetch
F. Ohr/K.Ferguson T. Crimmins G. Macosko
R. Lesser/L.J. Dixon J. Finkel G. Heffernan
