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, should be approved
consistent with the provisions of this Code in advance by one of the
partners of Lord Abbett. In order to obtain approval, the Covered
Person must send their request via e-mail to Isabel Herrera, or in her
absence, Chrissy DeCicco, who will obtain a partner's approval. After
approval has been obtained, the Covered Person may act on it within the
next seven business days, 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.
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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 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 with Ms. Herrera 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. Ms. Herrera
is responsible for reviewing these transactions promptly 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 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 Ms. Herrera.
(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
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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
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 Ms. Herrera, 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.
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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---no partner or employee shall have any
ownership interest in a brokerage firm;
(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 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.
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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 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 a
periodic review of personal trading records provided under this Code
against transactions in the Funds and managed portfolios. 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 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 Ms.
Herrera 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 (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.
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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.
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 securities.
"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 derivative securities.
"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.
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