1933 Act File No. 2-88912
1940 Act File No. 811-3942
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 26 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
AMENDMENT No. 26 [X]
LORD ABBETT TAX-FREE INCOME FUND, INC.
Exact Name of Registrant as Specified in Charter
767 Fifth Avenue, New York, N.Y. 10153
Address of Principal Executive Office
Registrant's Telephone Number (212) 848-1800
Kenneth B. Cutler, Vice President & Secretary
767 Fifth Avenue, New York, N.Y. 10153
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
immediately on filing pursuant to paragraph (b) of Rule 485
X on July 15, 1996 pursuant to paragraph (b) of Rule 485
- ---
60 days after filing pursuant to paragraph (a) (1) of Rule 485
on (date) pursuant to paragraph (a) (1) of Rule 485
75 days after filing pursuant to paragraph (a) (2) of Rule 485
- ---
on (date) pursuant to paragraph (a) (3) of Rule 485
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Registrant's other Series have registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2(a) (1) and a Rule 24f-2
Notice for these series for the most recent fiscal year was be filed with the
Commission on November 28, 1995.
<PAGE>
LORD ABBETT TAX-FREE INCOME FUND, INC.
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 26
Pursuant to Rule 481(b)
Form N-1A Location in Prospectus or
Item No. Statement of Additional Information
- ------- -----------------------------------
1 Cover Page
2 Fee Table
3 Supplementary Financial Information
4 (a) (i) Cover Page
4 (a) (ii) Investment Objectives; How We Invest
4 (b) N/A
4 (c) How We Invest
5 (a) (b) Our Management; Back Cover Page
5 (c) Our Management
5 (d) N/A
5 (e) Back Cover Page
5 (f) Our Management; Supplementary
Financial
Information
5 (g) (i) N/A
5 (g) (ii) Purchases
5 A Performance
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes
7 (a) Back Cover Page
7 (b) (c) (d) (e) (f) Purchases
8 (a) (b) (c) (d) Redemptions
9 N/A
10 Cover Page
11 Cover Page -- Table of Contents
12 N/A
13 (a) (b) (c) (d) Investment Objectives and Policies
14 Directors and Officers
15 (a) (b) N/A
15 (c) Directors and Officers
16 Directors and Officers
16 (a) (i) Investment Advisory and Other
Services
16 (a) (ii) Directors and Officers
16 (a) (iii) Investment Advisory and Other
Services
16 (b) Investment Advisory and Other
Services
16 (c) (d) (e) (g) N/A
2
<PAGE>
Form N-1A Location in Prospectus or
Item No. Statement of Additional Information
- --------- -----------------------------------
16 (f) Purchases, Redemptions
and Shareholder Services
16 (h) Investment Advisory and Other
Services
16 (i) N/A
17 (a) Portfolio Transactions
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) (e) N/A
18 (a) Cover Page
18 (b) N/A
19 (a) (b) Purchases, Redemptions
and Shareholder Services; Notes
to Financial Statements
19 (c) N/A
20 Taxes
21 (a) Purchases, Redemptions
and Shareholder Services;
21 (b) (c) N/A
22 (a) N/A
22 (b) Past Performance
23 N/A
3
<PAGE>
LORD ABBETT
TAX-FREE INCOME FUND, INC.
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203
800-426-1130
LORD ABBETT TAX-FREE INCOME FUND, INC. (WE OR THE FUND), IS A MUTUAL FUND
CURRENTLY CONSISTING OF TEN SEPARATE SERIES THE NATIONAL, CALIFORNIA,
CONNECTICUT, HAWAII, MINNESOTA, MISSOURI, NEW JERSEY, NEW YORK, TEXAS AND
WASHINGTON SERIES. THE NATIONAL SERIES OFFERS THREE CLASSES OF SHARES: CLASS A,
B AND C SHARES. THE CALIFORNIA AND NEW YORK SERIES OFFER TWO CLASSES OF SHARES:
CLASS A AND C SHARES. ALL OTHER SERIES OF THE FUND OFFER A SINGLE CLASS OF
SHARES ONLY: CLASS A SHARES. THE CLASS B SHARES OF THE NATIONAL SERIES WILL BE
OFFERED TO THE PUBLIC ON OR ABOUT AUGUST 1, 1996. EACH SERIES SEEKS AS HIGH A
LEVEL OF INTEREST INCOME EXEMPT FROM FEDERAL INCOME TAX AS IS CONSISTENT WITH
REASONABLE RISK. SEE INVESTMENT OBJECTIVE. EACH SERIES INVESTS IN INTERMEDIATE
AND LONG-TERM MUNICIPAL BONDS WHICH CAN FLUCTUATE IN VALUE AS INTEREST RATES
CHANGE. EXCEPT FOR THE NATIONAL, TEXAS AND WASHINGTON SERIES, EACH SERIES ALSO
SEEKS AS HIGH A LEVEL OF INTEREST INCOME EXEMPT FROM ITS RESPECTIVE STATES
PERSONAL INCOME TAX AND, IN THE CASE OF THE NEW YORK SERIES, FROM NEW YORK CITY
PERSONAL INCOME TAX, AS IS CONSISTENT WITH REASONABLE RISK. AT PRESENT, NEITHER
TEXAS NOR WASHINGTON IMPOSES A PERSONAL INCOME TAX. THERE CAN BE NO ASSURANCE
THAT EACH SERIES WILL ATTAIN ITS OBJECTIVE. THIS PROSPECTUS SETS FORTH CONCISELY
THE INFORMATION ABOUT THE FUND THAT A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE
INVESTING. ADDITIONAL INFORMATION ABOUT THE FUND HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE UPON REQUEST WITHOUT CHARGE.
THE STATEMENT OF ADDITIONAL INFORMATION IS INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS AND MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO THE FUND OR BY
CALLING 800-874-3733 ASK FOR PART B OF THE PROSPECTUS THE STATEMENT OF
ADDITIONAL INFORMATION. THE DATE OF THIS PROSPECTUS, AND THE DATE OF THE
STATEMENT OF ADDITIONAL INFORMATION, IS JULY 15, 1996.
1 Investment Objectives 2
2 Fee Table 2
3 Financial Highlights 4
4 How We Invest 7
5 Purchases 11
6 Shareholder Services 18
7 Our Management 19
8 Dividends, Capital Gains
Distributions and Taxes 20
9 Redemptions 22
10 Performance 22
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Series are not available in certain states. Please refer to "Jurisdictions"
under the heading "Purchases" for availability.
<PAGE>
1 INVESTMENT OBJECTIVES
Our investment objective for each Series is to seek as high a level of interest
income exempt from federal income tax as is consistent with reasonable risk. For
this purpose, "reasonable risk" means that each Series over time will have a
volatility approximating the Lehman Brothers Current Coupon Long Index. Each
Series invests in intermediate and long-term municipal bonds (initially
investment-grade or equivalent) and, therefore, each Series' shares can
fluctuate in value as interest rates change more than shares of a short-term
municipal bond fund, but consistent with an investment-grade, longer term
municipal bond fund. Under normal circumstances, we intend to maintain the
average weighted stated maturity of each Series at between ten and thirty-five
years. Except for the National, Texas and Washington Series, each Series also
seeks as high a level of interest income exempt from its state's personal income
tax and, in the case of the New York Series, from New York City personal income
tax, as is consistent with reasonable risk. At present, neither Texas nor
Washington imposes a personal income tax.
2 FEE TABLES
A summary of the expenses of each class of each Series is set forth in the table
below. The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
National New York California National National New York California
<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder Transaction Expenses
(as a percentage of offering price)
Maximum Sales Load(1) on Purchases
(See "Purchases") 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3) None None None None
Deferred Sales Load(1)
(See "Purchases") None(2) None(2) None(2) 5% if shares 1% if shares are redeemed before
are redeemed 1st anniversary of purchase(2)(3)
before 1st
anniversary of
purchase,
declining to 1%
before 6th
anniversary and
eliminated on
and after 6th
anniversary(2)(3)
Annual Fund Operating Expenses(4)
(as a percentage of average
net assets)
Management Fees
(See "Our Management") 0.50% 0.50%(5) 0.50% 0.50% 0.50% 0.50% 0.50%
12b-1 Fees (See "Purchases") 0.27%(2)(3) 0.24%(2)(3) 0.27%(2)(3) 1.00%(2)(3) 0.93%(2)(3) 0.92%(2)(3) 0.91%(2)(3)
Other Expenses
(See "Our Management") 0.09% 0.09% 0.10% 0.09% 0.09% 0.09% 0.12%
Total Operating Expenses 0.86%(4) 0.83%(4) 0.87%(4) 1.59%(4) 1.52%(4) 1.51%(4) 1.53%(4)
</TABLE>
<TABLE>
<CAPTION>
CLASS A SHARES Connecticut Hawaii Minnesota Missouri New Jersey Texas Washington
Shareholder Transaction Expenses
(as a percentage of offering price)
<S> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Load(1) on Purchases
(See "Purchases") 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3) 4.75%(2)(3)
Deferred Sales Load(1)
(See "Purchases") None(2) None(2) None(2) None(2) None(2) None(2) None(2)
Annual Fund Operating Expenses(4)
(as a percentage of average net assets after
management fee waivers and expense subsidies)
Management Fees (See "Our Management") .06%(5) .20%(5) .00% .35%(5) .35%(3) .25%(5) .35%(5)
12b-1 Fees (See "Purchases") .25%(3) .32% None(3)(6) .31%(3) .26%(3) .29%(3) None(3)(6)
Other Expenses (See "Our Management") .10% .11% .00%(5) .15% .11% .12% .18%
Total Operating Expenses .41% .63% .00%(5) .81% .72% .66% .53%
<FN>
Example:
Assume each Series' annual return is 5% and there is no change in the level of
expenses described above. For a $1,000 investment with reinvestment of all
dividends and distributions you would have paid the following total expenses if
you closed your account after the number of years indicated:
<PAGE>
1 year(4) 3 years(4) 5 years(4) 10 years(4)
National Series
Class A $56 $74 $93 $149
Class B $56 $79 $96 $169(7)
Class C $15 $48 $83 $181
New York Series
Class A $56 $73 $91 $145
Class C $15 $48 $82 $180
California Series
Class A $56 $74 $93 $150
Class C $16 $48 $83 $183
Connecticut Series $51 $60 $69 $97
Hawaii Series $54 $67 $81 $122
Minnesota Series $48 $48 $48 $48
Missouri Series $55 $72 $90 $143
New Jersey Series $55 $69 $86 $133
Texas Series $54 $68 $83 $126
Washington Series $53 $64 $76 $111
(1) Sales "load" is referred to as sales "charge" and "deferred sales load" is
referred to as "contingent deferred sales charge" (or "CDSC") and "12b-1
fees" which consist of a "service fee" and a "distribution fee" are
referred to by either or both of these terms where appropriate with respect
to Class A, Class B and Class C shares throughout this Prospectus.
(2) See "Purchases" for descriptions of the Class A front-end sales charges,
the CDSC payable on certain redemptions of Class A, Class B and Class C
shares and separate Rule 12b-1 plans applicable to each Class of shares of
each series of the Fund. The CDSC reimburses: (a) the Series, in the case
of Class A and Class C shares, and (b) Lord Abbett Distributor LLC, in the
case of Class B shares. For this reason, the estimated Class B share 12b-1
fees are slightly greater than the estimated Class C share 12b-1 fees.
(3) Although no Series, with respect to the Class B and Class C shares, charges
a front-end sales charge, investors should be aware that long-term
shareholders may pay, under the Rule 12b-1 plans applicable to the Class B
and Class C shares (both of which pay annual 0.25% service and 0.75%
distribution fees), more than the economic equivalent of the maximum
front-end sales charge as permitted by certain rules of the National
Association of Securities Dealers, Inc. Likewise, with respect to Class A
shares, investors should be aware that, long-term, such maximum may be
exceeded due to the Rule 12b-1 plan applicable to Class A shares which
permits a Series to pay up to 0.50% in total annual fees, half for service
and the other half for distribution. The 12b-1 fees for the Class A shares
have been restated to reflect estimated current fees under the recently
amended Class A 12b-1 plans; the actual 12b-1 fees for such shares for the
fiscal year ended September 30, 1995 (August 31, 1995 for California) under
the former plans were for the National, California, Connecticut, Hawaii,
Minnesota, Missouri, New Jersey, New York, Texas and Washington Series
approximately 0.24, 0.26, 0.25, 0.27, 0.00, 0.24, 0.26, 0.23, 0.25 and 0.00
of 1%, respectively.
(4) The annual operating expenses shown in the summary are the actual expenses
for the fiscal year ended September 30, 1995 except for California and for
the substitution of estimated 12b-1 fees for Class A, B and C shares as
explained in notes 2 and 3. On July 12, 1996 the assets of Lord Abbett
California Tax-Free Income Fund, Inc. ("LACTFIF" - which had a fiscal year
end of August 31) and the assets of California Tax-Free Income Trust Series
of Lord Abbett Securities Trust were acquired by the California Series
which continues to use LACTFIF's year end. Except for such estimated 12b-1
fees, the California Series summary shows actual expenses for LACTFIF.
(5) Although not obligated to, Lord, Abbett & Co. ("Lord Abbett") may waive a
portion of its management fee and assume other expenses with respect to the
Series. It has waived portions of the management fee with respect to the
Connecticut, Hawaii, Missouri, New Jersey, Texas and Washington Series
during the past year (and continues to do so). The management fee would
have been .50% for each Series. Without such management fee waiver, these
expense ratios would have been .86%, .87%, .89%, .87%, .87% and .68%,
respectively. Lord Abbett waived management fees and subsidized expenses
with respect to the Minnesota Series. Without this waiver and subsidy the
expense ratio for the Minnesota Series would have been .64% (not
annualized). Subsequently, Lord Abbett may charge these fees and not
subsidize these expenses on a partial or complete basis.
(6) For the Minnesota and Washington Series, these figures omit the Rule 12b-1
fees because the Fund cannot predict when the net assets of such Series
will reach the required level for effectiveness of its Plan.
(7) Based on conversion of Class B shares to Class A shares after eight years
and closing your account by redeeming Class A shares after ten years.
The foregoing is provided to give investors a better understanding of the
expenses that are incurred by an investment in each Series.
</FN>
</TABLE>
<PAGE>
3 FINANCIAL HIGHLIGHTS
The following tables have been audited by Deloitte & Touche LLP, independent
accountants, in connection with their annual audits of the Fund's Class A
Financial Statements, whose report thereon is incorporated by reference in the
Statement of Additional Information and may be obtained on request, and have
been included herein in reliance upon their authority as experts in auditing and
accounting.
<TABLE>
<CAPTION>
National Series
Year Ended Six Months
Per Class A Share+ Operating September 30, Ended Year Ended March 31,
---------------------------- --------------- --------------------------------------------
Performance: 1995 1994 1993 1992 Sept. 30, 1991* 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.62 $12.37 $11.72 $11.31 $11.05 $10.86 $10.66 $10.47 $11.32 $10.92 $9.54
Income from investment operations
Net investment income .626 .657 .695 .700 .359++ .743 .769 .772 .781 .811 .861
Net realized and unrealized
gain (loss) on securities .382 (1.3124) .9255 .4795 .293 .2255 .206 .172 (.692) .493 1.511
Total from investment operations 1.008 (.6554) 1.6205 1.1795 .652 .9655 .975 .944 .081 1.304 2.372
Distributions
Dividends from net investment income (.628) (.6596) (.693) (.717) (.362) (.738) (.775) (.754) (.784) (.834) (.862)
Distributions from net realized gain -- (.435) (.2775) (.0525) (.03) (.0375) -- .-- (.155) (.07) (.13)
Net asset value, end of period $11.00 $10.62 $12.37 $11.72 $11.31 $11.05 $10.86 $10.66 $10.47 $11.32 $10.92
Total Return** 9.84% (5.64)% 14.57% 10.78% 6.01%++ 9.21% 9.30% 9.27% 1.30% 12.58% 26.31%
Ratios/Supplemental Data:
Net assets, end of period (000) $650,699 $662,380 $709,413 $546,768 $396,221 $340,476 $317,660 $286,195 $263,689 $266,604 $112,087
Ratios to Average Net Assets:
Expenses, including waiver 0.82% 0.86% 0.87% 0.83% 0.43%++ 0.75% 0.61% 0.66% 0.62% 0.60% 0.66%
Net investment income 5.92% 5.76% 5.79% 6.00% 3.20%++ 6.79% 7.00% 7.26% 7.51% 7.10% 8.20%
Portfolio turnover rate 225.39% 184.07% 138.06% 87.56% 18.77% 57.71% 42.60% 81.39% 93.15% 46.56% 124.00%
</TABLE>
<TABLE>
<CAPTION>
New York Series
Year Ended Six Months
Per Class A Share+ Operating September 30, Ended Year Ended March 31,
---------------------------- --------------- --------------------------------------------
Performance: 1995 1994 1993 1992 Sept. 30, 1991* 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.54 $12.27 $11.60 $11.26 $10.89 $10.78 $10.71 $10.53 $11.38 $11.07 $9.63
Income from investment operations
Net investment income .610 .649 .682 .691 .366++ .741 .777 .785 .787 .814 .849
Net realized and unrealized
gain (loss) on securities .316 (1.3665) .874 .458 .407 .179 .18 .161 (.755) .419 1.477
Total from investment operations .926 (.7175) 1.556 1.149 .773 .92 .957 .946 .032 1.233 2.326
Distributions
Dividends from net investment income (.616) (.6475) (.681) (.709) (.368) (.750) (.787) (.766) (.792) (.818) (.851)
Distributions from net realized gain -- (.365) (.205) (.10) (.035) (.06) (.10) .-- (.09) (.105) (.035)
Net asset value, end of period $10.85 $10.54 $12.27 $11.60 $11.26 $10.89 $10.78 $10.71 $10.53 $11.38 $11.07
Total Return** 9.12% (6.21)% 13.95% 10.69% 7.24%++ 8.87% 9.08% 9.22% 0.67% 11.74% 25.24%
Ratios/Supplemental Data:
Net assets, end of period (000) $331,618 $338,539 $376,456 $306,447 $230,014 $201,132 $176,280 $145,541 $122,553 $119,046 $75,918
Ratios to Average Net Assets:
Expenses, including waiver 0.82% 0.83% 0.85% 0.81% 0.37%++ 0.76% 0.60% 0.64% 0.66% 0.64% 0.74%
Net investment income 5.83% 5.72% 5.72% 5.98% 3.29%++ 6.83% 7.04% 7.29% 7.45% 7.22% 7.98%
Portfolio turnover rate 105.62% 149.13% 101.59% 146.68% 51.79% 39.84% 27.55% 51.58% 34.64% 31.60% 56.74%
<FN>
* The Financial Statements cover a short year (six months) because the fiscal
year-end was changed from March 31 to September 30. ** Total return does not
consider the effects of sales loads. + Each Series had only one class of shares
prior to July 12, 1996. That class of shares is now designated Class A shares.
++ Not annualized.
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
California Series
September 3, 1985
(Commencement
Per Class A Share+ Operating Year Ended August 31, of Operations) to
Performance: 1995 1994 1993 1992 1991 1990 1989 1988 1987 August 31, 1986
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.45 $11.79 $11.21 $10.78 $10.19 $10.31 $9.89 $9.95 $10.56 $9.53
Income from investment operations
Net investment income .588 .623 .656 .663 .684 .685 .712 .713 .734 .786
Net realized and unrealized
gain (loss) on investments (.038) (.989) .872 .5615 .592 (.112) .413 (.060) (.559) 1.041
Total from investment operations .550 (.366) 1.528 1.2245 1.276 .573 1.125 .653 .175 1.827
Distributions
Dividends from net investment income (.590) (.624) (.658) (.672) (.686) (.693) (.705) (.713) (.755) (.797)
Distributions from net realized gain -- (.350) (.290) (.1225) .-- .-- .-- .-- (.030) .--
Net asset value, end of period $10.41 $10.45 $11.79 $11.21 $10.78 $10.19 $10.31 $9.89 $9.95 $10.56
Total Return* 5.58% (3.33)% 14.43% 11.79% 12.90% 5.67% 11.67% 6.91% 1.63% 20.03%
Ratios/Supplemental Data:
Net assets, end of period (000) $296,274 $329,474 $336,291 $224,505 $138,808 $105,238 $100,378 $82,592 $73,652 $44,984
Ratios to Average Net Assets:
Expenses, including waiver 0.76% 0.67% 0.68% 0.67% 0.75% 0.61% 0.55% 0.54% 0.40% 0.27%
Expenses, excluding waiver 0.86% 0.87% 0.88% 0.87% 0.95% 0.94% 0.92% 0.98% 0.94% 1.09%
Net investment income 5.84% 5.63% 5.68% 5.87% 6.44% 6.75% 6.90% 7.23% 6.85% 7.02%
Portfolio turnover rate 100.20% 86.05% 81.34% 152.79% 117.39% 38.43% 61.01% 72.06% 43.12% 35.03%
</TABLE>
<TABLE>
<CAPTION>
Texas Series For the Period
January 20, 1987
Year Ended Six Months (Commencement
Per Class A Share+ Operating September 30, Ended Year Ended March 31, of Operations) to
------------------------------ --------------- ---------------------------- ---------------
Performance: 1995 1994 1993 1992 Sept. 30, 1991* 1991 1990 1989 1988 March 31, 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.59 $10.82 $10.28 $9.94 $9.64 $9.41 $9.16 $8.99 $9.58 $9.53
Income from investment operations
Net investment income .571 .604 .624 .611 .317++ .658 .678 .688 .7012 .136++
Net realized and unrealized
gain (loss) on securities .452 (1.0802) .7135 .4155 .309 .227 .251 .163 (.588) .061
Total from investment operations 1.023 (.4762) 1.3375 1.0265 .626 .885 .929 .851 .1132 .197
Distributions
Dividends from net investment income (.563) (.6038) (.615) (.629) (.326) (.655) (.679) (.681) (.703) (.147)
Distributions from net realized gain -- (.15) (.1825) (.0575) .-- .-- .-- .-- .-- .--
Net asset value, end of period $10.05 $9.59 $10.82 $10.28 $9.94 $9.64 $9.41 $9.16 $8.99 $9.58
Total Return** 11.14% (4.60)% 13.64% 10.68% 6.59%++ 9.74% 10.53% 9.74% 1.55% 2.06%++
Ratios/Supplemental Data:
Net assets, end of period (000) $100,304 $103,836 $109,232 $90,205 $66,746 $30,529 $25,886 $22,298 $17,836 $8,631
Ratios to Average Net Assets:
Expenses, including waiver 0.62% 0.50% 0.57% 0.60% 0.25%++ 0.40% 0.27% 0.22% 0.015% 0.00%++
Expenses, excluding waiver 0.87% 0.87% 0.97% 1.00% 0.45%++ 0.84% 0.76% 0.76% 0.87% 0.12%++
Net investment income 5.90% 5.97% 5.96% 5.96% 3.09%++ 6.91% 7.18% 7.48% 7.65% 0.92%++
Portfolio turnover rate 108.00% 96.79% 58.10% 123.33% 50.19% 50.52% 25.52% 46.86% 36.22% 23.76%
<FN>
* The Financial Statements cover a short year (six months) because the fiscal
year-end was changed from March 31 to September 30. ** Total return does not
consider the effects of sales loads.
+ The Series' existing class of shares is now designated Class A shares.
++ Not annualized.
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Minnesota Series New Jersey Series
Minnesota Series
New Jersey Series For the Period For the Period
Dec. 27, 1994 January 2, 1991
(Commencement Year Ended Six Months (Commencement
Per Class A Share+ Operating of Operations) to September 30, Ended of Operations) to
-------------- ---------------------------------------
Performance: Sept. 30, 1995 1995 1994 1993 1992 Sept. 30, 1991* Mar. 31, 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $4.76 $4.95 $5.55 $5.14 $4.97 $4.81 $4.76
Income from investment operations
Net investment income .230++ .287 .300 .318 .320 .167++ .083++
Net realized and unrealized
gain (loss) on securities .249 .192 (.507) .439 .185 .165 .051
Total from investment operations .479 .479 (.207) .757 .505 .332 .134
Distributions
Dividends from net investment income (.229) (.289) (.303) (.307) (.325) (.172) (.084)
Distributions from net realized gain -- -- (.09) (.04) (.01) .-- .--
Net asset value, end of period $5.01 $5.14 $4.95 $5.55 $5.14 $4.97 $4.81
Total Return* 10.22%++ 9.98% (3.91)% 15.26% 10.51% 7.01%++ 2.77%++
Ratios/Supplemental Data:
Net assets, end of period (000) $4,315 $191,562 $184,230 $178,767 $118,386 $59,463 $23,203
Ratios to Average Net Assets:
Expenses, including waiver 0.00%++ 0.72% 0.51% 0.35% 0.19% 0.00%++ 0.00%++
Expenses, excluding waiver 0.64%++ 0.87% 0.83% 0.83% 0.73% 0.38%++ 0.28%++
Net investment income 4.58%++ 5.73% 5.76% 5.88% 6.09% 3.23%++ 1.42%++
Portfolio turnover rate 121.41% 133.11% 75.62% 88.29% 54.63% 49.33% 6.51%
<FN>
* Total return does not consider the effects of sales loads.
+ Each Series' existing class of shares is now designated Class A shares.
++ Not annualized.
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Hawaii Series Washington Series
Hawaii Series For the Period For the Period
Washington Series October 28, 1991 April 15, 1992
(Commencement (Commencement
Year Ended of Operations) to Year Ended of Operations) to
Per Class A Share+ Operating September 30, Sept. 30, 1992 September 30, Sept. 30, 1992
------------------------- --------------- -------------------------- ------------------
Performance: 1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $4.72 $5.34 $4.89 $4.76 $4.72 $5.35 $4.92 $4.76
Income from investment operations
Net investment income .271 .2918 .297 .281++ .277 .2976 .304 .140++
Net realized and unrealized
gain (loss) on securities .198 (.578) .454 .138 .200 (.5895) .427 .165
Total from investment operations .469 (.2862) .751 .419 .477 (.2919) .731 .305
Distributions
Dividends from net investment income (.279) (.2888) (.301) (.289) (.287) (.2931) (.301) (.145)
Distributions from net realized gain -- (.045) .-- .-- -- (.045) .-- --
Net asset value, end of period $4.91 $4.72 $5.34 $4.89 $4.91 $4.72 $5.35 $4.92
Total Return* 10.30% (5.54)% 15.85% 9.06%++ 10.48% (5.65)% 15.32% 6.47%++
Ratios/Supplemental Data:
Net assets, end of period (000) $86,105 $92,972 $92,883 $47,031 $74,359 $78,854 $77,324 $42,627
Ratios to Average Net Assets:
Expenses, including waiver 0.58% 0.41% 0.40% 0.00%++ 0.53% 0.29% 0.30% 0.00%++
Expenses, excluding waiver 0.87% 0.87% 0.90% 0.74%++ 0.68% 0.67% 0.80% 0.38%++
Net investment income 5.74% 5.80% 5.62% 5.96%++ 5.84% 5.93% 5.86% 2.58%++
Portfolio turnover rate 70.64% 66.04% 34.49% 53.24% 92.85% 137.74% 85.45% 37.23%
<FN>
*Total return does not consider the effects of sales loads.
+Each Series' existing class of shares is now designated Class A shares.
++ Not annualized.
See Notes to Financial Statements.
</FN>
</TABLE>
4 HOW WE INVEST
Each Series invests primarily in a portfolio of intermediate-term (5-10 years)
to long-term (over 10 years) municipal bonds, the interest on which is exempt
from federal income tax in the opinion of bond counsel to the issuer. Except for
the National, Texas and Washington Series, the interest on the municipal bonds
in which each Series primarily invests also is exempt from its state's personal
income tax and, in the case of the New York Series, from New York City personal
income tax, in the opinion of bond counsel to the issuer. At present neither
Texas nor Washington imposes a personal income tax. The per-share net asset
value of each Series can be expected to fluctuate inversely as interest rates
change. When interest rates rise, the value of securities in the portfolios, as
well as the share values, generally will fall. Conversely, when interest rates
fall, the value of securities in the portfolios and the share values generally
will rise. "Municipal bonds" as used herein and as more fully described in the
Statement of Additional Information are debt obligations issued by or on behalf
of states, territories and possessions of the United States, including the
District of Columbia, Puerto Rico, the Virgin Islands and Guam, and their
political subdivisions, agencies and instrumentalities.
Each Series invests primarily in investment-grade municipal bonds rated ("rated
bonds") at the time of purchase within the four highest grades assigned by
Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A, Baa), Standard & Poor's
Ratings Services ("S&P") (AAA, AA, A, BBB) or Fitch Investors Service ("Fitch")
(AAA, AA, A, BBB). Each Series also may invest in municipal bonds that are not
rated and that are exempt from federal income tax and its state's personal
income tax, determined by Lord Abbett to be of comparable quality to the rated
bonds in which such Series may invest. At least 70% of the municipal bonds in
each portfolio must be rated, at the time of purchase, within or equivalent to,
the three highest such grades. As much as 30% of the municipal bonds in each
Series' portfolio may be rated, at the time of purchase, in the fourth highest
grade. This grade, while regarded as having an adequate capacity to pay interest
and repay principal, is considered to be of medium grade and has speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity to make principal and interest payments
than is the case with higher grade bonds. After a Series purchases a municipal
bond, the issuer may cease to be rated, or its rating may be reduced below the
minimum required for purchase, which could have an adverse effect on the market
value of the issue, but will not require the elimination of the issue from the
Series' portfolio.
The Fund's internal policy restricts investments to intermediate to long-term
municipal bonds which are initially investment-grade, i.e., among the four
highest grades mentioned above or their equivalent, and we seek to provide a
high level of tax-free income. In view of this internal
<PAGE>
policy, and because we manage the maturities of our investments in accordance
with our interest-rate expectations, we anticipate (i) a higher level of
tax-free income than a short-term, tax-free municipal bond fund and (ii) a share
value tending to fluctuate more than such a short-term fund, but consistent with
an investment-grade, longer term municipal bond fund.
The two principal classifications of municipal bonds are "general obligation"
and limited obligation or "revenue" bonds. General obligation bonds are secured
by the pledge of faith, credit and taxing power of the municipality. The taxes
or special assessments that can be levied for the payment of debt service may be
limited or unlimited as to rate or amount. Revenue bonds are payable only from
the revenues derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise or other specific revenue
source. Industrial development bonds are in most cases revenue bonds and do not
generally constitute the pledge of the faith, credit or taxing power of the
municipality. The credit quality of such municipal bonds usually is directly
related to the credit standing of the user of the facilities. There are
variations in the security of municipal bonds, both within a particular
classification and between classifications, depending on numerous factors.
Each Series may purchase new issues of municipal bonds, which are generally
offered on a when-issued basis, with delivery and payment ("settlement")
normally taking place approximately one month after the purchase date. However,
the payment obligation and the interest rate to be received by the Fund are each
fixed on the purchase date. During the period between purchase and settlement,
Fund assets consisting of cash and/or high-grade marketable debt securities,
marked to market daily, of an amount sufficient to make payment at settlement
will be segregated at our custodian.
There is a risk that market yields available at settlement may be higher than
yields obtained on the purchase date, which could result in depreciation of
value. While we may sell when-issued securities prior to settlement, we intend
to actually acquire such securities unless a sale appears desirable for
investment reasons.
Under normal market conditions, each Series will attempt to invest 100% and, as
a matter of fundamental policy which cannot be changed without the approval of
shareholders, we will invest at least 80% of the value of its net assets in
municipal bonds, the interest on which is exempt from federal income tax. Except
for the National Series, under normal market conditions, each Series also will
attempt to invest 100% and, as a matter of fundamental policy, will invest at
least 80% of its net assets in municipal bonds, the interest on which is exempt
from its state's personal income tax. At present neither Texas nor Washington
imposes a personal income tax. Under normal market conditions, the New York
Series also will attempt to invest 100% and, as a matter of fundamental policy,
will invest at least 80% of its net assets in such municipal bonds, the interest
on which is exempt from New York State and New York City personal income taxes.
See "Dividends, Capital Gains Distributions and Taxes --- Minnesota Taxes" for
investment policies applicable to the Minnesota Series relating to Minnesota tax
laws.
Although normally each Series intends to be fully invested in intermediate to
long-term municipal bonds, a Series may temporarily invest in short-term
tax-exempt securities meeting the above-described quality standards and,
additionally, may temporarily put up to 20% of its assets in cash, in commercial
paper of comparable investment quality or in short-term obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities ("U.S.
Government securities"), in order to improve liquidity or to create reserve
purchasing power. Because interest earned from commercial paper or U.S.
Government securities is taxable for federal income tax purposes, we intend to
minimize temporary investments in such short-term securities.
Each Series may invest up to 20% of its net assets (less any amount invested in
the temporary taxable investments described above) in "private activity bonds."
Series dividends derived from interest on such bonds would be considered a
preference item for purposes of the computation of the alternative minimum tax.
Series dividends derived from such interest may increase the alternative minimum
tax liability of corporate shareholders who are subject to that tax based on the
excess of their adjusted current earnings over their taxable income.
Each Series intends to meet the diversification rules under Subchapter M of the
Internal Revenue Code. Generally, this requires, at the end of each quarter of
the taxable year, that (a) not more than 25% of each Series' total assets be
invested in any one issuer and (b) with respect to 50% of each Series' total
assets, no more than 5% of each Series' total assets be invested in any one
issuer except U.S. Government securities. Since under these rules each of the
Series, except for the National Series, may invest its assets in the securities
of a limited number of issuers, the value of such Series' investments may be
more affected by any single adverse economic, political or regulatory occurrence
than in the case of a "diversified" investment company under the Act, such as
the National Series. The National Series, as a "diversified" investment company,
is prohibited, with respect to 75% of the value of its total assets, from
investing more than 5% of its total assets in securities of any one issuer other
than U.S. Government securities. For diversification purposes, the
identification of an "issuer" will be determined on the basis of the source of
assets and revenues committed to meeting interest and principal payments of the
securities. When the assets and revenues of a state's political subdivision are
separate from those of the state government creating the subdivision, and the
security is backed only by the assets and
<PAGE>
revenues of the subdivision, then the subdivision would be considered the sole
issuer. Similarly, if a revenue bond is backed only by the assets and revenues
of a nongovernmental user, then such user would be considered the sole issuer.
No Series intends to invest more than 25% of its total assets in any industry,
except that each Series may, subject to the limits referred to in the preceding
three paragraphs, invest more than 25% of such assets in a combination of U.S.
Government securities and in tax-exempt securities, including tax-exempt revenue
bonds whether or not the users of any facilities financed by such bonds are in
the same industry. Where nongovernmental users are in the same industry, there
may be additional risk to a Series in the event of an economic downturn in such
industry, which may result generally in a lowered ability of such users to make
payments on their obligations. Electric utility and health care are typical, but
not all inclusive of, the industries in which this 25% may be exceeded. The
former is relatively stable but subject to rate regulation vagaries. The latter
suffers from two main problems -- affordability and access. Tax-exempt
securities issued by governments or political subdivisions of governments are
not considered part of any "industry".
Each of the Series may invest up to 15% of its respective net assets in illiquid
securities. Bonds determined by the Directors to be liquid pursuant to
Securities and Exchange Commission Rule 144A, (the "Rule") will not be subject
to this limit. Investments by a Series in Rule 144A securities initially
determined to be liquid could have the effect of diminishing the level of a
Series' liquidity during periods of decreased market interest in such
securities. Under the Rule, a qualifying unregistered security may be resold to
a qualified institutional buyer without registration and without regard to
whether the seller originally purchased the security for investment.
Each Series may invest up to 20% of its net assets in residual interest bonds
("RIBs") to enhance and increase portfolio duration. None of the Series invested
more than 15% of its net assets in RIBs at any time during the fiscal year ended
September 30, 1995 (August 31, 1995 in the case of California). A RIB, sometimes
referred to as an inverse floater, is a debt instrument with a floating or
variable interest rate that moves in the opposite direction of the interest rate
on another security. Changes in the interest rate on the other security
inversely affect the residual interest rate paid on the RIB, with the result
that when interest rates rise, RIBs' interest payments are lowered and their
value falls faster than other similar fixed-rate bonds. In an effort to mitigate
this risk, the Fund purchases other fixed-rate bonds which are less volatile.
When interest rates fall, not only do RIBs provide interest payments that are
higher than other similar fixed-rate bonds, but their values also rise faster
than other similar fixed-rate bonds.
No Series may borrow money, except that (i) each Series may borrow from banks
(as defined in the Act) in amounts up to 331 1/43% of its total assets
(including the amount borrowed), (ii) each Series may borrow up to an additional
5% of its total assets for temporary purposes, and (iii) each Series may obtain
such short-term credit as may be necessary for the clearance of purchases and
sales of portfolio securities.
Portfolio Turnover. The portfolio turnover rates for the National, New Jersey,
New York, California, Connecticut, Minnesota, Missouri, Hawaii, Texas and
Washington Series were 225.39%, 133.11%, 105.62%, 100.20%, 54.19%, 121.41%,
58.17%, 70.64%, 108% and 92.85%, respectively, for the year ended September 30,
1995, versus 184.07%, 75.62%, 149.13%, 86.05%, 97.42%, 0.00%, 50.59%, 66.04%,
96.79% and 137.74%, respectively, for the prior fiscal year, primarily due to
security purchases and sales relating to purchases and redemptions of Series
shares and some portfolio restructuring.
Options and Financial Futures Transactions. Each Series may deal in options on
securities, and securities indices, and financial futures transactions,
including options on financial futures. Each Series may write (sell) covered
call options and secured put options on up to 25% of its net assets and may
purchase put and call options provided that no more than 5% of its net assets
(at the time of purchase) may be invested in premiums on such options.
None of the Series is currently employing any of the options and financial
futures transactions described above.
Risk Factors. Securities in which we may invest are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors and laws which may be enacted extending the time of payment of
principal and interest, or both. There is also the possibility that, as a result
of litigation or other conditions, the power or ability of issuers to meet their
obligations for payment of principal and interest may be materially affected or
their obligations may be found to be invalid or unenforceable. The ability of
any Series to achieve its objective is based on the expectation that the issuers
of the municipal bonds in a Series' portfolio will continue to meet their
obligations for the payment of principal and interest. The following are brief
summaries of certain factors affecting the California, Connecticut, Hawaii,
Minnesota, Missouri, New Jersey, New York, Texas and Washington Series. These
summaries do not purport to be complete and are based on information derived
from publicly available documents related to each state involved, which
information has not been independently verified by the Fund. For more detailed
discussions of the risks applicable to these Series, see the Statement of
Additional Information.
California Bonds -- Risk Factors. As disclosed by the State of California in
connection with recent bond issues, various constitutional and statutory
provisions may affect the ability of issuers of California municipal bonds to
meet their financial obligations. Decreases in State and local revenues as a
consequence of such provisions may result in reductions in the ability of
California issuers to pay their obligations. In addition, starting in 1990,
California entered a sustained economic recession, the most severe in the State
since the 1930s. Although a steady recovery has been underway since 1994,
accumulated budget deficits over the past several years, together with
expenditures for school funding which have not been reflected in the budget, and
a reduction of available internal borrowable funds, have combined to
significantly deplete the State's cash
<PAGE>
resources to pay its ongoing expenses. In order to meet its cash needs, the
State has had to rely for several years on a series of external borrowings,
including borrowings past the end of a fiscal year. A full payment of $4 billion
of revenue anticipation warrants was made on April 25, 1996. However, the State
expects not to borrow over the end of the 1995-96 fiscal year, and expects to
have significant available internal borrowable cash resources and budget
reserves at June 30, 1996. As a result of the deterioration in the State's
budget and cash situation, the State's credit rating was reduced in July 1994 by
the rating agencies.
The 1995-96 Budget Act is projected to have $44.1 billion of general fund
revenues and transfers and $43.4 billion of budgeted expenditures. In addition,
the 1995-96 Budget Act anticipates the retirement of the accumulated budget
deficit by June 30, 1996.
On December 6, 1994, Orange County, California (the "County"), together with its
pooled investment funds (the "Pools") filed for protection under Chapter 9 of
the Federal Bankruptcy Code, after reports that the Pools had suffered
significant market losses in their investments, causing a liquidity crisis for
the Pools and the County. The County has reported the Pools' loss at about $1.69
billion, or about 23 percent of their initial deposits of approximately $7.5
billion. Many of the entities which deposited moneys in the Pools, including the
County, faced interim and /or extended cash flow difficulties because of the
bankruptcy filing and may be required to reduce programs or capital projects.
As of December 20, 1995, none of the Fund's net assets were invested in
securities issued by Orange County.
Connecticut Bonds - Risk Factors. Connecticut's economy, while traditionally
concentrated in the manufacturing sector, has broadened in recent years with
strong relative growth in service, finance, transportation and real estate
sectors. Fiscal stress is reflected in the State's economic and revenue
forecasts, a rising debt burden that reflects a significant increase in bond
activity since fiscal 1987-88 and the continuing effects of general fund
deficits that existed through fiscal 1990 and 1991, which have been funded
through the issuance of general obligation economic recovery notes and operating
surpluses incurred in subsequent fiscal years.
Hawaii Bonds - Risk Factors. The marketability and market value of Hawaii
obligations may be affected from time to time by constitutional provisions,
legislative measures, executive orders, administrative regulations and voter
incentives. Hawaii's economy is concentrated in retail trade and tourism and
also includes construction, agriculture and military operations. Tourism is a
major factor in the economy, with tourists coming from a variety of nations,
which may cushion the effect of any adverse economic conditions in a single
country. Agriculture, dominated by pineapple and sugar production, has
experienced increased foreign competition and the State's economy has in recent
years reflected the effects of general economic recession. Economic
diversification projects are under way, including expansion of containerized
port facilities, aquaculture and other agricultural products, but these projects
have not yet had any significant positive effects on the State's overall
economy.
Most government activities, including activities administered in other states on
a municipal or county level, such as public education, are the responsibility of
the State. This concentration contributes to the high level of State debt
obligations. Revenue is derived primarily from the general excise taxes and
individual and corporate income tax.
Hawaii's county governments (the only units of local government in the State)
may issue government obligation bonds, which obligations have further increased,
and may continue to increase in the future, the State's high level of overall
municipal debt.
Minnesota Bonds -- Risk Factors. Minnesota's economy is diverse, with employment
spread over ten major sectors distributed in approximately the same proportions
as national employment, including manufacturing of industrial machinery,
fabricated metal and instruments, food, paper and allied industries and other
agricultural industries. Minnesota's significant public debt includes the
State's general obligation debt as well as university and other agency debt
which is not an obligation of the State.
Missouri Bonds -- Risk Factors. Missouri has a diversified economy which
includes manufacturing, commerce, trade, services, agriculture, tourism and
mining. Economic reversals in either the Kansas City or St. Louis metropolitan
areas, whose Missouri portions together contain a significant portion of the
State's population, would have a major impact on the State's overall economic
condition. Missouri's unemployment levels have approached and, at times,
exceeded the national average in recent years, and adverse changes in military
appropriations, which play an important role in the State's economy, could
contribute to a continuation of this pattern. As discussed in the Statement of
Additional Information, payment on Missouri municipal bonds could be adversely
affected by certain provisions of the Constitution of Missouri.
New Jersey Bonds -- Risk Factors. The State of New Jersey has a diversified
economic base consisting of, among other things, manufacturing, construction and
service industries, supplemented by selective commercial agriculture. The
State's economy has been adversely affected by the recent recession as reflected
in recent actual and projected shortfalls in State revenues. A slow economic
recovery commenced in 1993 as shown by employment gains and growth in other
economic activity. New Jersey is a major recipient of federal assistance. Hence,
a decrease in federal financial
<PAGE>
assistance may adversely affect New Jersey's financial condition. In an attempt
to ensure that local governmental entities remain on a sound financial basis,
State law restricts total appropriations increases to 5% annually for such
entities. Statutory or legislative restrictions of such character may adversely
affect a municipality's or any other bond-issuing authority's ability to repay
its obligations.
New York Bonds -- Risk Factors. New York State has recorded balanced budgets on
a cash basis for its last three fiscal years, despite diminishing revenue, due
in part to a significant slowdown in the New York and regional economy
commencing in mid-1990. While the State budget for fiscal 1995-96 again calls
for a balanced budget, gaps between actual revenues and expenditures may arise
in the current year and in future fiscal years. Because the State, New York
City, the State's other political subdivisions and the State Authorities, all of
which borrow money, are or are perceived in the marketplace to be financially
interdependent, financial difficulty experienced by one can adversely affect the
market value and marketability of obligations issued by others. The State's
credit is presently involved with the indebtedness of the Authorities because of
the State's guarantee or other support. This indebtedness is substantial in
amount. The Authorities are likely to require further financial assistance from
the State. During the last several fiscal years, New York City experienced
significant shortfalls in almost all of its major tax sources and increases in
social services costs, and has been required to take actions to close
substantial budget gaps in order to maintain balanced budgets. Similar
shortfalls and budget gaps have been predicted for future years and will require
further action by the City's government.
Texas Bonds -- Risk Factors. Texas' economy recovered from the recession that
began in the mid-1980s after a collapse in oil prices. The economy has become
more stable due to increased diversification, with the oil and gas industry
diminishing in relative importance while service-producing sectors produce the
major source of job growth. The 1996-97 biennial all funds budget for the State
did not require increasing state taxes, based on the implementation of certain
cost-cutting measures and an expected increase in receipt of federal funds.
Although we anticipate that most of the bonds in the Texas Series will be
revenue obligations or general obligations of local governments or authorities,
any circumstances that affect the State's credit standing may also affect the
market value of these other bonds held by the Texas Series, either directly or
indirectly, as a result of a dependency of local governments and other
authorities upon State aid and reimbursement programs.
Washington Bonds -- Risk Factors. The State of Washington's economy includes
manufacturing and service industries as well as agricultural and timber
production. The State's leading export industries are aerospace, forest
products, agriculture and food processing. The Boeing Company, one of the
world's largest aerospace firms, is the State's largest employer and as such has
a significant impact, in terms of production, employment and labor earnings, on
the State's economy. Boeing underwent significant production and work force
reductions in 1993 and 1994, and these trends have continued through 1995.
Continued declines in the forest products industry are expected in the future
and a decrease in employment in this area is also expected. State law requires a
balanced budget. The Governor has a statutory responsibility to reduce
expenditures across the board to avoid any cash deficit at the end of a
biennium. In addition, State law prohibits State tax revenue growth from
exceeding the growth of State personal income. To date, Washington State tax
revenue increases have remained substantially below the applicable limit.
Puerto Rico -- Risk Factors. The Fund may have significant investments in bonds
issued by the Commonwealth of Puerto Rico and its instrumentalities. The economy
of Puerto Rico is dominated by diversified manufacturing and service sectors. It
is closely integrated, through extensive trade, with that of the mainland United
States, and its economic health is closely tied to the price of oil and the
state of the U.S. economy. Puerto Rico has a rate of unemployment exceeding the
U.S. average. Puerto Rico's economy has experienced significant growth since
fiscal 1989. Continued growth in fiscal 1995 and 1996 will depend on several
factors, including the state of the U.S. economy, the relative stability of the
price of oil and borrowing costs.
We will not change our investment objectives without shareholder approval. If we
determine that our objectives can best be achieved by a change in investment
policy or strategy, we may make such change without shareholder approval by
disclosing it in our prospectus.
5 PURCHASES
GENERAL
HOW MUCH MUST YOU INVEST? You may buy our shares through any independent
securities dealer having a sales agreement with Lord Abbett Distributor LLC
("Lord Abbett Distributor"), our exclusive selling agent. Place your order with
your investment dealer or send it to Lord Abbett Tax-Free Income Fund, Inc.
(P.O. Box 419100, Kansas City, Missouri 64141). The minimum initial investment
is $1,000 except for Invest-A-Matic and Div-Move ($250 initial and $50 monthly
minimum). Subsequent investments may be made in any amount. See "Shareholder
Services". For information regarding proper form of a purchase or redemption
order, call the Fund at 800-821-5129. This offering may be suspended, changed or
withdrawn. Lord Abbett Distributor reserves the right to reject any order. The
net asset values of our shares are calculated every business day as of the close
of the New York Stock Exchange ("NYSE") by dividing net assets by the number of
shares outstanding. Securities are valued at their market value as more fully
described in the Statement of Additional Information.
<PAGE>
Buying Shares Through Your Dealer. Orders for shares received by the Fund prior
to the close of the NYSE, or received by dealers prior to such close and
received by Lord Abbett Distributor in proper form prior to the close of its
business day, will be confirmed at the applicable public offering price
effective at such NYSE close. Orders received by dealers after the NYSE closes
and received by Lord Abbett Distributor in proper form prior to the close of its
next business day are executed at the applicable public offering price effective
as of the close of the NYSE on that next business day. The dealer is responsible
for the timely transmission of orders to Lord Abbett Distributor. A business day
is a day on which the NYSE is open for trading. Lord Abbett Distributor may, for
specified periods, allow dealers to retain the full sales charge for sales of
shares during such period, or pay an additional concession to a dealer who,
during a specified period, sells a minimum dollar amount of our shares and/or
shares of other Lord Abbett-sponsored funds. In some instances, such additional
concessions will be offered only to certain dealers expected to sell significant
amounts of shares. Lord Abbett Distributor may from time to time implement
promotions under which Lord Abbett Distributor will pay a fee to dealers with
respect to certain purchases not involving imposition of a sales charge.
Additional payments may be paid from Lord Abbett Distributor's own resources and
will be made in the form of cash or, if permitted, non-cash payments. The
non-cash payments will include business seminars at resorts or other locations,
including meals and entertainment, or the receipt of merchandise. The cash
payments will include payment of various business expenses of the dealer. In
selecting dealers to execute portfolio transactions, if two or more dealers are
considered capable of providing best execution, we may prefer the dealer who has
sold our shares and/or shares of other Lord Abbett-sponsored funds. Alternative
Sales Arrangements.
Certain Series of the Fund offer investors different classes of shares. The
different classes of a Series represent investments in the same portfolio of
securities but are subject to different expenses and will be likely to have
different share prices.
National Series. The National Series offers Class A, Class B and Class C shares.
Investors considering an investment in the National Series should pay particular
attention to the sections below headed "Investment in a Multi-Class Series",
"Buying Class A Shares", "Buying Class B Shares" and "Buying Class C Shares".
New York and California Series. The New York and California Series offer Class A
and Class C shares. Investors considering an investment in the New York or
California Series should pay particular attention to the sections below headed
"Investment in a Multi-Class Series", "Buying Class A Shares" and "Buying Class
C Shares".
Connecticut, Hawaii, Minnesota, Missouri, New Jersey, Texas and Washington
Series. Each of the above Series is a single-class series, offering Class A
shares only. Investors considering an investment in any of the above Series
should read the section below headed "Buying Class A Shares" carefully.
Class A Shares. If you buy Class A shares of any Series, you pay an initial
sales charge on investments of less than $1 million. If you purchase Class A
shares as part of an investment of at least $1 million in shares of one or more
Lord Abbett-sponsored funds, you will not pay an initial sales charge, but if
you redeem any of those shares within 24 months after the month in which you buy
them, you may pay to the Series a contingent deferred sales charge ("CDSC") of
1%. Class A shares are subject to service and distribution fees that are
currently estimated to total annually for the National, California, Connecticut,
Hawaii, Minnesota, Missouri, New Jersey, New York, Texas and Washington Series
approximately 0.27, 0.27, 0.25, 0.32, 0.00, 0.31, 0.26, 0.24, 0.29 and 0.00 of
1%, respectively, of the annual net asset value of the Class A shares of each
Series. The initial sales charge rates, the CDSC and the Rule 12b-1 Plan
applicable to the Class A shares are described in "Buying Class A Shares" below.
Class B Shares. If you buy Class B shares, you pay no sales charge at the time
of purchase, but if you redeem your shares before the sixth anniversary of
buying them, you will normally pay a CDSC to Lord Abbett Distributor. That CDSC
varies depending on how long you own shares. Class B shares are subject to
service and distribution fees at an annual rate of 1% of the annual net asset
value of the Class B shares. The CDSC and the Rule 12b-1 Plan applicable to the
Class B shares are described in "Buying Class B Shares" below.
Class C Shares. If you buy Class C shares offered by the National, California
and New York Series, you pay no sales charge at the time of purchase, but if you
redeem your shares before the first anniversary of buying them, you will
normally pay the Series a CDSC of 1%. Class C shares are subject to service and
distribution fees at an annual rate of 1% of the annual net asset value of the
Class C shares. The CDSC and the Rule 12b-1 Plan applicable to the C shares are
described in "Buying Class C Shares" below.
<PAGE>
Which Class of Shares Should You Choose? Once you decide that the National,
California or New York Series is an appropriate investment for you, the decision
as to which class of shares is better suited to your needs depends on a number
of factors which you should discuss with your financial adviser. The Series'
class-specific expenses and the effect of the different types of sales charges
on your investment will affect your investment results over time. The most
important factors are how much you plan to invest and how long you plan to hold
your investment. If your goals and objectives change over time and you plan to
purchase additional shares, you should re-evaluate those factors to see if you
should consider another class of shares.
In the following discussion, to help provide you and your financial adviser with
a framework in which to choose a class, we have made some assumptions using a
hypothetical investment. We used the sales charge rates that apply to Class A,
Class B and Class C shares, and considered the effect of the higher distribution
fee on Class B and Class C expenses (which will affect your investment return).
Of course, the actual performance of your investment cannot be predicted and
will vary, based on the Series' actual investment returns, the operating
expenses borne by each class of shares, and the class of shares you purchase.
The factors briefly discussed below are not intended to be investment advice,
guidelines or recommendations, because each investor's financial considerations
are different. The discussion below of the factors to consider in purchasing a
particular class of shares assumes that you will purchase only one class of
shares and not a combination of shares of different classes.
How Long Do You Expect to Hold Your Investment? While future financial needs
cannot be predicted with certainty, knowing how long you expect to hold your
investment will assist you in selecting the appropriate class of shares. For
example, over time, the reduced sales charges available for larger purchases of
Class A shares may offset the effect of paying an initial sales charge on your
investment, compared to the effect over time of higher class-specific expenses
on Class B or Class C shares, for which no initial sales charge is paid. Because
of the effect of class-based expenses, your choice should also depend on how
much you plan to invest.
Investing for the Short Term. If you have a short-term investment horizon (that
is, you plan to hold your shares for not more than six years), you should
probably consider purchasing Class A or Class C shares rather than Class B
shares. This is because of the effect of the Class B CDSC if you redeem before
the sixth anniversary of your purchase, as well as the effect of the Class B
distribution fee on the investment return for that class in the short-term.
Class C shares might be the appropriate choice (especially for investments of
less than $100,000), because there is no initial sales charge on Class C shares,
and the CDSC does not apply to amounts you redeem after holding them one year.
However, if you plan to invest more than $100,000 for the short term, then the
more you invest and the more your investment horizon increases toward six years,
the more attractive the Class A share option may become. This is because the
annual distribution fee on Class C shares will have a greater impact on your
account over the longer term than the reduced front-end sales charge available
for larger purchases of Class A shares. For example, Class A might be more
appropriate than Class C for investments of more than $100,000 expected to be
held for 5 or 6 years (or more). For investments over $250,000 expected to be
held 4 to 6 years (or more), Class A shares may become more appropriate than
Class C. Although we believe you ought to have a long-term investment horizon,
if you are investing $500,000 or more, Class A may become more desirable as your
investment horizon approaches 3 years or more.
For most investors who invest $1 million or more, in most cases Class A shares
will be the most advantageous choice, no matter how long you intend to hold your
shares. For that reason, Lord Abbett Distributor normally will not accept
purchase orders for Class B shares of $500,000 or more and for Class C shares of
$1,000,000 or more from a single investor.
Investing for the Longer Term. If you are investing in the National Series for
the longer term (for example, future college expenses for your child) and do not
expect to need access to your money for seven years or more, Class B shares may
be an appropriate investment option, if you plan to invest less than $100,000.
If you plan to invest more than $100,000 over the long term, Class A shares will
likely be more advantageous than Class B shares or Class C shares, as discussed
above, because of the effect of the expected lower expenses for Class A shares
and the reduced initial sales charges available for larger investments in Class
A shares under the Fund's Rights of Accumulation.
Of course, these examples are based on approximations of the effect of current
sales charges and expenses on a hypothetical investment over time, and should
not be relied on as rigid guidelines.
Are There Differences in Account Features That Matter to You? Some account
features are available in whole or in part to Class A, Class B and Class C
shareholders. Other features (such as Systematic Withdrawal Plans) might not be
advisable for Class B shareholders (because of the effect of the CDSC on
withdrawals over 12% annually) and in any account for Class C shareholders
during the first year of share ownership (due to the CDSC on withdrawals during
that year). See "Systematic Withdrawal Plan" under "Shareholder Services" for
more information about the 12% annual waiver of the CDSC. You should carefully
review how you plan to use your investment account before deciding which class
of shares you buy. For
<PAGE>
example, the dividends payable to Class B and Class C shareholders will be
reduced by the expenses borne solely by each of these classes, such as the
higher distribution fee to which Class B and Class C shares are subject, as
described below.
How Does It Affect Payments to My Broker? A salesperson, such as a broker, or
any other person who is entitled to receive compensation for selling Fund shares
may receive different compensation for selling one class than for selling
another class. As discussed in more detail below, such compensation is primarily
paid at the time of sale in the case of Class A and B shares and is paid over
time, so long as shares remain outstanding, in the case of Class C shares. It is
important that investors understand that the primary purpose of the CDSC for the
Class B shares and the distribution fee for Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A shares: to
compensate brokers and other persons selling such shares. The CDSC, if payable,
supplements the Class B distribution fee and reduces the Class C distribution
fee expenses for the Fund and Class C shareholders.
Buying Class A Shares (ALL SERIES). For each Series, the offering price of Class
A shares is based on the per-share net asset value calculated as of the times
described above, plus a sales charge as follows.
<TABLE>
<CAPTION>
Sales Charge as a Dealer's
Percentage of: Concession
as a To Compute
Net Percentage Offering
Offering Amount of Offering Price, Divide
Size of Investment Price Invested Price NAV by
<S> <C> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.00% .9525
$50,000 to $99,999 4.75% 4.99% 4.25% .9525
$100,000 to $249,999 3.75% 3.90% 3.25% .9625
$250,000 to $499,999 2.75% 2.83% 2.50% .9725
$500,000 to $999,999 2.00% 2.04% 1.75% .9800
$1,000,000 or more No Sales Charge 1.00%+ .9900
<FN>
+Authorized institutions receive concessions on purchases made by a $1 million
or more purchaser or a Retirement Plan with at least 100 eligible employees
within a 12-month period (beginning with the first net asset value purchase) as
follows: 1.00% on purchases of $5 million, 0.55% of the next $5 million, 0.50%
of the next $40 million and 0.25% on purchases over $50 million. See "Class A
Rule 12b-1 Plan" below.
</FN>
</TABLE>
CLASS A VOLUME DISCOUNTS. This section describes several ways to qualify for a
lower sales charge if you inform Lord Abbett Distributor or the Fund that you
are eligible at the time of purchase.
(1) Any purchaser (as described below) may aggregate a Class A share
purchase in the Fund with purchases of any other eligible Lord Abbett-sponsored
fund, together with the current value at maximum offering price of any shares in
the Fund and in any eligible Lord Abbett-sponsored funds held by the purchaser.
(Holdings in the following funds are not eligible for the above rights of
accumulation: Lord Abbett Equity Fund ("LAEF"), Lord Abbett Series Fund
("LASF"), Lord Abbett Research Fund if not offered to the general public
("LARF") and Lord Abbett U.S. Government Securities Money Market Fund ("GSMMF"),
except for existing holdings in GSMMF which are attributable to shares exchanged
from a Lord Abbett-sponsored fund.) (2) A purchaser may sign a non-binding
13-month statement of intention to invest $100,000 or more in the Fund or in any
of the above eligible funds. If the intended purchases are completed during the
period, each purchase will be at the sales charge, if any, applicable to the
aggregate of such purchaser's intended purchases. If not completed, each
purchase will be at the sales charge for the aggregate of the actual purchases.
Shares issued upon reinvestment of dividends or distributions are not included
in the statement of intention. The term "purchaser" includes (i) an individual,
(ii) an individual and his or her spouse and children under the age of 21 and
(iii) a trustee or other fiduciary purchasing shares for a single trust estate
or single fiduciary account (including a pension, profit-sharing, or other
employee benefit trust qualified under Section 401 of the Internal Revenue Code
- -- more than one qualified employee benefit trust of a single employer,
including its consolidated subsidiaries, may be considered a single trust, as
may qualified plans of multiple employers registered in the name of a single
bank trustee as one account), although more than one beneficiary is involved.
Class A Share Net Asset Value Purchases. Each Series' Class A shares may be
purchased at net asset value by our directors, employees of Lord Abbett,
employees of our shareholder servicing agent and employees of any securities
dealer having a sales agreement with Lord Abbett Distributor who consents to
such purchases or by the trustee or custodian under any pension or
profit-sharing plan or Payroll Deduction IRA established for the benefit of such
persons or for the benefit of any national securities trade organization to
which Lord Abbett or Lord Abbett Distributor belongs or any company with an
account(s) in excess of $10 million managed by Lord Abbett on a
private-advisory-account basis. For purposes of this paragraph, the terms
"directors" and "employees" include a director's or employee's spouse (including
the surviving spouse of a deceased director or employee). The terms "directors"
and "employees of Lord Abbett" also include other family members and retired
directors and employees. Our Class A shares also may be purchased at net asset
value (a) at $1 million or more, (b) with dividends and distributions on Class A
shares of other Lord Abbett-sponsored funds, except for dividends and
distributions on shares of LARF, LAEF and LASF, (c) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement with Lord Abbett Distributor in accordance
with certain standards approved by Lord Abbett Distributor, providing
specifically for the use of our Class A shares in particular investment products
made available for a fee to clients of such brokers, dealers, registered
investment advisers and other financial institutions, (d) by employees, partners
and owners of unaffiliated consultants and advisers to Lord Abbett, Lord Abbett
Distributor or Lord Abbett-sponsored funds who consent to such purchase if such
persons provide services to Lord Abbett, Lord Abbett Distributor or such funds
on a continuing basis and are familiar with such funds, and (e) subject to
appropriate documentation, through a securities dealer where the amount invested
represents redemption proceeds from shares ("Redeemed Shares") of a registered
open-end management investment company not distributed or managed by Lord Abbett
(other than a money market fund), if such redemptions have occurred no more than
60 days prior to the purchase of our Class A shares, the Redeemed Shares were
held for at least six months prior to redemption and the proceeds of redemption
were maintained in cash or a money market fund prior to purchase. Purchasers
should consider the impact, if any, of contingent deferred sales charges in
determining whether to redeem shares for subsequent investment in our Class A
shares. Lord Abbett Distributor may suspend or terminate the purchase option
referred to in (e) above at any time.
Our Class A shares may be issued at net asset value in exchange for the assets,
subject to possible tax adjustment, of a personal holding company or an
investment company.
Class A Rule 12b-1 Plan. We have adopted new Class A share Rule 12b-1 Plans for
each Series (the "A Plans", each an "A Plan") which authorizes the payment of
fees to authorized institutions (except as to certain accounts for which
tracking data is not available) in order to provide additional incentives for
them (a) to provide continuing information and investment services to their
Class A shareholder accounts and otherwise to encourage those accounts to remain
invested in the applicable Series and (b) to sell Class A shares of the
applicable Series. Under the A Plans, in order to save on the expense of
shareholders' meetings and to provide flexibility to the Board of Directors, the
Board, including a majority of the outside directors who are not "interested
persons" of the Fund as defined in the Investment Company Act of 1940, is
authorized to approve annual fee payments from our Class A assets of up to 0.50
of 1% of the average net of such assets consisting of distribution and service
fees, each at a maximum annual rate not exceeding 0.25 of 1% subject to certain
exceptions described below (the "Fee Ceiling"). National, California, New York
and Texas A Plans. Under the National, California, New York and Texas Series A
Plans (except as to certain accounts for which tracking data is not available)
the Board has approved payments by the Series to Lord Abbett Distributor which
uses or passes on to authorized institutions (1) an annual service fee (payable
quarterly) of (i) with respect to the National, New York and Texas Series, 0.15%
of the average daily net asset value of the Series' shares sold by dealers prior
to June 1, 1990 and 0.25% of the average daily net asset value of such shares
serviced by authorized institutions on or after that date and (ii) with respect
to the California Series, 0.25% of the average daily net asset value of the
Series' shares serviced by authorized institutions and (2) a one-time
distribution fee of up to 1% (reduced according to the following schedule: 1% of
the first $5 million, .55% of the next $5 million, .50% of the next $40 million
and .25% over $50 million), payable at the time of sale on all Class A shares
sold during any 12-month period starting from the day of the first net asset
value sale (i) at the $1 million level by authorized institutions, including
sales qualifying at such level under the rights of accumulation and statement of
intention privileges; and (ii) through Retirement Plans with at least 100
eligible employees. In addition, the Board has approved for those authorized
institutions which qualify, a supplemental annual distribution fee equal to
0.10% of the average daily net asset value of the Class A shares serviced by
authorized institutions which have a satisfactory program for the promotion of
such shares comprising a significant percentage of the Class A assets, with a
lower than average redemption rate. Institutions and persons permitted by law to
receive such fees are "authorized institutions".
Under the A Plans, Lord Abbett Distributor is permitted to use payments received
to provide continuing services to Class A shareholder accounts not serviced by
authorized institutions and, with Board approval, to finance any activity which
is primarily intended to result in the sale of Class A shares. Any such payments
are subject to the Fee Ceiling. Any payments under that Plan not used by Lord
Abbett Distributor in this manner are passed on to authorized institutions.
Connecticut, Hawaii, Minnesota, Missouri, New Jersey and Washington A Plans.
Separate A Plans have been adopted by the Connecticut, Hawaii, Minnesota,
Missouri, New Jersey and Washington Series. Each of these A Plans is identical
to the Plans for the National, New York and Texas Series, except for slightly
different service fee payment arrangements as discussed below. Each A Plan has
become effective except for the Washington and Minnesota Series which will go
into effect on the first day (the "effective date") of the quarter subsequent to
its net assets reaching $100
<PAGE>
million. The Fund cannot estimate when the net assets of the Washington or
Minnesota Series will reach the level required for effectiveness of that Series'
A Plan. Under each Plan the Board has approved service fee payment arrangements
by each such Series to Lord Abbett Distributor which uses or passes on to
authorized institutions an annual service fee (payable quarterly) of (a) in the
case of the Connecticut and Missouri Series, .25% of the average daily net asset
value of shares ser-viced by authorized institutions from commencement of the
Series' public offering and (b) in the case of the Hawaii, Minnesota, New Jersey
and Washington Series, .15% of the average daily net asset value of such shares
sold prior to its effective date and .25% of the average daily net asset value
of such shares sold on or after that date.
Holders of Class A shares on which the 1% sales distribution fee has been paid
may be required to pay to the Series on behalf of the Class A shares a
contingent deferred sales charge ("CDSC") of 1% of the original cost or the then
net asset value, whichever is less, of all Class A shares of each Series so
purchased which are redeemed out of the Lord Abbett-sponsored family of funds on
or before the end of the twenty-fourth month after the month in which the
purchase occurred. (An exception is made for redemptions by Retirement Plans due
to any benefit payment such as Plan loans, hardship withdrawals, death,
retirement or separation from service with respect to plan participants or the
distribution of any excess contributions.) If Class A shares have been exchanged
into another Series or Lord Abbett fund and are thereafter redeemed out of the
Lord Abbett family of Funds on or before the end of such twenty-fourth month,
the charge will be collected for the Series by the other Series or fund. Each of
the above Series will collect such a charge for other Series and other such
funds in a similar situation.
Buying Class B Shares (National Series Only). Class B shares are sold at net
asset value per share without an initial sales charge. However, if Class B
shares are redeemed for cash before the sixth anniversary of their purchase, a
CDSC may be deducted from the redemption proceeds. The charge will be assessed
on the lesser of the net asset value of the shares at the time of redemption or
the original purchase price. The CDSC is not imposed on the amount of your
account value represented by the increase in net asset value over the initial
purchase price (including increases due to the reinvestment of dividends and
capital gains distributions). The Class B CDSC is paid to Lord Abbett
Distributor to compensate it for its services rendered in connection with the
distribution of Class B shares, including the payment and financing of sales
commissions. See "Class B Rule 12b-1 Plan" below.
To determine whether the CDSC applies to a redemption, the National Series
redeems Class B shares in the following order: (1) shares acquired by
reinvestment of dividends and capital gains distributions, (2) shares held until
the sixth anniversary of their purchase or later, and (3) shares held the
longest before the sixth anniversary of their purchase.
The amount of the CDSC will depend on the number of years since you invested and
the dollar amount being redeemed, according to the following schedule:
Anniversary
of the Day on Contingent Deferred
Which the Purchase Sales Charge on
Order Was Accepted Redemptions
(As % of Amount
On Before Subject to Charge)
1st 5.0%
1st 2nd 4.0%
2nd 3rd 3.0%
3rd 4th 3.0%
4th 5th 2.0%
5th 6th 1.0%
on or after the None
6th anniversary
In the table, an "anniversary" is the 365th day subsequent to a purchase or a
prior anniversary. All purchases are considered to have been made on the
business day the purchase was made. See "Buying Shares Through Your Dealer"
above.
If Class B shares are exchanged into the same class of another Lord
Abbett-sponsored fund and the new shares are subsequently redeemed for cash
before the sixth anniversary of the original purchase, the CDSC will be payable
on the new shares on the basis of the time elapsed from the original purchase.
The Fund will collect such a charge for other Lord Abbett-sponsored funds in a
similar situation.
Waiver of Class B Sales Charges. The Class B CDSC will not be applied to shares
purchased in certain types of transactions nor will it apply to shares redeemed
in certain circumstances as described below.
The Class B CDSC will be waived for redemptions of shares (i) in connection with
the Systematic Withdrawal Plan and Div-Move services, as described in more
detail under "Shareholder Services" below; (ii) by Retirement Plans due to any
benefit payment such as Plan loans, hardship withdrawals, death, retirement or
separation from service with respect to plan participants or the distribution of
any excess contributions, and (iii) in connection with mandatory distributions
under 403(b) plans and individual retirement accounts.
Class B Rule 12b-1 Plan. The Fund has adopted a Class B share Rule 12b-1 Plan
(the "B Plan") for the Class B shares of the National Series under which the
National Series periodically pays Lord Abbett Distributor (i) an annual service
fee of 0.25 of 1% of the average daily net asset value of the Class B shares and
(ii) an annual distribution fee of 0.75 of 1% of the average daily net asset
value of the Class B shares that are outstanding for less than 8 years.
Lord Abbett Distributor uses the service fee to compensate authorized
institutions for providing personal services for accounts that hold Class B
shares. Those services are primarily similar to those provided under the A
Plans, described above.
Lord Abbett Distributor pays an up-front payment to authorized institutions
totaling 4%, consisting of 0.25% for service and 3.75% for a sales commission as
described below.
<PAGE>
Lord Abbett Distributor pays the 0.25% service fee to authorized institutions in
advance for the first year after Class B shares have been sold by the authorized
institutions. After the shares have been held for a year, Lord Abbett
Distributor pays the service fee on a quarterly basis. Lord Abbett Distributor
is entitled to retain such service fee payable under the B Plan with respect to
accounts for which there is no authorized institution of record or for which
such authorized institution did not qualify. Although not obligated to do so,
Lord Abbett Distributor may waive receipt from the Fund of part or all of the
service fee payments.
The 0.75% annual distribution fee is paid to Lord Abbett Distributor to
compensate it for its services rendered in connection with the distribution of
Class B shares, including the payment and financing of sales commissions.
Although Class B shares are sold without a front-end sales charge,
Lord Abbett Distributor pays authorized institutions responsible for sales of
Class B shares a sales commission of 3.75% of the purchase price. This payment
is made at the time of sale from Lord Abbett Distributor's own resources. Lord
Abbett has made arrangements to finance these commission payments, which
arrangements include non-recourse assignments by Lord Abbett Distributor to the
financing party of such distribution and CDSC payments which are made to Lord
Abbett Distributor by shareholders who redeem their Class B shares within six
years of their purchase.
The distribution fee and CDSC payments described above allow investors to buy
Class B shares without a front-end sales charge while allowing Lord Abbett
Distributor to compensate authorized institutions that sell Class B shares. The
CDSC is intended to supplement Lord Abbett Distributor's reimbursement for the
commission payments it has made with respect to Class B shares and its related
distribution and financing costs. The distribution fee payments are at a fixed
rate and the CDSC payments are of a nature that, during any year, both forms of
payment may not be sufficient to reimburse Lord Abbett Distributor for its
actual expenses. The Fund is not liable for any expenses incurred by Lord Abbett
Distributor in excess of (i) the amount of such distribution fee payments to be
received by Lord Abbett Distributor and (ii) unreimbursed distribution expenses
of Lord Abbett Distributor incurred in a prior plan year, subject to the right
of the Board of Directors or shareholders to terminate the B Plan. Over the long
term, the expenses incurred by Lord Abbett Distributor are likely to be greater
than such distribution fee and CDSC payments. Nevertheless, there exists a
possibility that for a short-term period Lord Abbett Distributor may not have
sufficient expenses to warrant reimbursement by receipt of such distribution fee
payments. Although Lord Abbett Distributor undertakes not to make a profit under
the B Plan, the B Plan is considered a compensation plan (i.e., distribution
fees are paid regardless of expenses incurred) in order to avoid the possibility
of Lord Abbett Distributor not being able to receive distribution fees because
of a temporary timing difference between its incurring expenses and receipt of
such distribution fees.
Automatic Conversion of Class B Shares. On the eighth anniversary of your
purchase of Class B shares, those shares will automatically convert to Class A
shares. This conversion relieves Class B shareholders of the higher annual
distribution fee that applies to Class B shares under the Class
B Rule 12b-1 Plan. The conversion is based on the relative net asset value of
the two classes, and no sales charge or other charge is imposed. When Class B
shares convert, any other Class B shares that were acquired by the reinvestment
of dividends and distributions will also convert to Class A shares on a pro rata
basis. The conversion feature is subject to the continued availability of an
opinion of counsel or of a tax ruling described in "Purchase, Redemptions and
Shareholder Services" in the Statement of Additional Information.
Buying Class C Shares (National, California and New York Series only). Class C
shares are sold at net asset value per share without an initial sales charge.
However, if Class C shares are redeemed for cash before the first anniversary of
their purchase, a CDSC of 1% may be deducted from the redemption proceeds. The
charge will be assessed on the lesser of the net asset value of the shares at
the time of redemption or the original purchase price. The CDSC is not imposed
on the amount of your account value represented by the increase in net asset
value over the initial purchase price (including increases due to the
reinvestment of dividends and capital gains distributions). The Class C CDSC is
paid to the Series to reimburse it, in whole or in part, for the service and
distribution fee payment made by the Series at the time such shares were sold,
as described below.
To determine whether the CDSC applies to a redemption, the Series redeem Class C
shares in the following order: (1) shares acquired by reinvestment of dividends
and capital gains distributions, (2) shares held for one year or more , and (3)
shares held the longest before the first anniversary of their purchase. If Class
C shares are exchanged into the same class of another Series or another Lord
Abbett-sponsored fund and subsequently redeemed before the first anniversary of
their original purchase, the charge will be collected by the other series or
fund on behalf of this Series' Class C shares. Each Series will collect such a
charge for other Series or Lord Abbett-sponsored funds in a similar situation.
Class C Rule 12b-1 Plan. The Fund has adopted a Class C share Rule 12b-1 Plan
(the "C Plan") on behalf of each of the National, California and New York Series
under which (except as to certain accounts for which tracking data is not
available) each such Series pays authorized institutions through Lord Abbett
Distributor (1) a service fee and a distribution fee, at the time shares are
sold, not to exceed 0.25 and 0.75 of 1%, respectively, of the net asset value of
such shares and (2) at each quarter-end after the first anniversary of the sale
of shares, fees for services and distribution at annual rates not to exceed 0.25
and 0.75 of 1%, respectively, of the average annual net asset value of such
shares outstanding (payments with respect to shares not outstanding during the
full quarter to be prorated). These service and distribution fees are for
purposes
<PAGE>
similar to those mentioned above with respect to the A Plan. Sales in clause (1)
exclude shares issued for reinvested dividends and distributions and shares
outstanding in clause (2) include shares issued for reinvested dividends and
distributions after the first anniversary of their issuance. Lord Abbett
Distributor may retain from the quarterly distribution fee, for the payment of
distribution expenses incurred directly by it, an amount not to exceed .10% of
the average annual net asset value of such shares outstanding.
Jurisdictions - The California Series is sold only to residents of Arizona,
California, Colorado, District of Columbia, Hawaii, Nevada and New Jersey. The
New York Series is sold only to residents of California, Colorado, Connecticut,
District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Kentucky,
Louisiana, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio,
Oklahoma, Oregon, Pennsylvania, Rhode Island, Utah, Vermont, Virginia, West
Virginia and Wyoming. The New Jersey Series may be sold in the same
jurisdictions except for Rhode Island and Vermont. The Texas Series may be sold
in the same jurisdictions as the New Jersey Series plus New Mexico and Texas.
The Connecticut Series, with the addition of Massachusetts, may be sold in the
same jurisdictions as the New York Series except for Indiana and Vermont. The
Hawaii and Missouri Series may be sold in the same jurisdictions as the New York
Series except for Indiana, Rhode Island and Vermont and, in the case of the
Hawaii Series, except in California. The Washington Series, with the addition of
Alaska and Washington, may be sold in the same jurisdictions as the Missouri
Series. The Minnesota Series may be sold in the same jurisdictions as the New
York Series, except for Rhode Island, Vermont and West Virginia.
6 SHAREHOLDER SERVICES
We offer the following shareholder services:
Telephone Exchange Privilege: Shares of any Series may be exchanged, without a
service charge: (a) for those of any other Series or any other Lord
Abbett-sponsored fund except for (i) LAEF, LARF and LASF and (ii) certain
tax-free single-state series where the exchanging shareholder is a resident of a
state in which such series is not offered for sale and (b) for shares of any
authorized institution's affiliated money market fund satisfying Lord Abbett
Distributor as to certain omnibus account and other criteria (such series or
funds together, "Eligible Funds").
You or your representative with proper identification can instruct the Fund to
exchange uncertificated shares (held by the transfer agent) by telephone.
Shareholders have this privilege unless they refuse it in writing. The Fund will
not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine and will employ reasonable procedures to
confirm that instructions received are genuine, including requesting proper
identification and recording all telephone exchanges. Instructions must be
received by the Fund in Kansas City (800-821-5129) prior to the close of the
NYSE to obtain each fund's net asset value per share on that day. Expedited
exchanges by telephone may be difficult to implement in times of drastic
economic or market change. The exchange privilege should not be used to take
advantage of short-term swings in the market. The Fund reserves the right to
terminate or limit the privilege of any shareholder who makes frequent
exchanges. The Fund can revoke the privilege for all shareholders upon 60 days'
prior written notice. A prospectus for the other Lord Abbett-sponsored fund
selected by you should be obtained and read before an exchange. Exercise of the
Exchange Privilege will be treated as a sale for federal income tax purposes
and, depending on the circumstances, a capital gain or loss may be recognized.
Systematic Withdrawal Plan ("SWP"): Except for retirement plans for which there
is no such minimum, if the maximum offering price value of your uncertificated
shares is at least $10,000, you may have periodic cash withdrawals automatically
paid to you in either fixed or variable amounts. With respect to Class B shares,
the CDSC will be waived on redemptions of up to 12% per year of either the
current net asset value of your account or your original purchase price,
whichever is higher. For Class B (over 12% per year) and C shares, redemption
proceeds due to a SWP will be derived from the following sources in the order
listed: (1) shares acquired by reinvestment of dividends and capital gains, (2)
shares held for six years or more (Class B) or one year or more (Class C); and
(3) shares held the longest before the sixth anniversary of their purchase
(Class B) or before the first anniversary of their purchase (Class C).
Shareholders should be careful in establishing a SWP, especially to the extent
that such a withdrawal exceeds the annual total return for a class, in which
case, the shareholder's original principal will be invaded and, over time, may
be depleted.
Div-Move: You can invest the dividends paid on your account ($50 minimum
investment) into an existing account in any other Eligible Fund. The account
must be either your account, a joint account for you and your spouse, a single
account for your spouse, or a custodial account for your minor child under the
age of 21. Such dividends are not subject to a CDSC. You should read the
prospectus of the other fund before investing.
Invest-A-Matic: You can make fixed, periodic investments ($50 minimum
investment) into the Fund and/or any Eligible Fund by means of automatic money
transfers from your bank checking account. You should read the prospectus of the
other fund before investing.
<PAGE>
Householding: A single copy of an annual or semi-annual report will be sent to
an address to which more than one registered shareholder of the Fund with the
same last name has indicated mail is to be delivered, unless additional reports
are specifically requested in writing or by telephone.
All correspondence should be directed to Lord Abbett Tax-Free Income Fund, Inc.
(P.O. Box 419100, Kansas City, Missouri 64141).
7 OUR MANAGEMENT
Our business is managed by our officers on a day-to-day basis under the overall
direction of our Board of Directors. We employ Lord Abbett as investment manager
for each Series, pursuant to Management Agreements applicable to one or more
specific Series of the Fund ("Management Agreements"). These Management
Agreements are identical except that the Management Agreements for the Hawaii,
Minnesota and Washington Series provide for the repayment, under certain
circumstances, of management fees waived and certain expenses assumed by Lord
Abbett, as described below. Lord Abbett has been an investment manager for over
65 years and currently manages approximately $19 billion in a family of mutual
funds and advisory accounts. Under the Management Agreements, Lord Abbett
provides us with investment management services and personnel, pays the
remuneration of our officers and of our directors affiliated with Lord Abbett,
provides us with office space and pays for ordinary and necessary office and
clerical expenses relating to research, statistical work and supervision of our
portfolios and certain other costs. Lord Abbett provides similar services to
twelve other funds having various investment objectives and also advises other
investment clients. Zane E. Brown, Lord Abbett's Director of Fixed Income, has
been primarily responsible for the day-to-day management of the Fund since
January 1, 1996, although he has been involved with the Fund's management since
1992. Prior to joining Lord Abbett in 1992, Mr. Brown was Executive Vice
President in charge of fixed income at Equitable Capital Management Co. Robert
S. Dow, chairman, president and director of the Lord Abbett family of funds, has
been a Lord Abbett partner for over five years, and was primarily responsible
for the day-to-day management of the Fund before Mr. Brown. Mr. Dow delegated
(and Mr. Brown will continue to delegate) management duties to other Lord Abbett
employees who may be Fund officers.
Under the Management Agreements, we are obligated to pay Lord Abbett a monthly
fee, at the annual rate of .50 of 1%, based on the average daily net assets of
each Series for each month. For the fiscal year ended September 30, 1995, with
respect to the Texas, New Jersey, Connecticut, Missouri, Hawaii, Washington and
Minnesota Series, Lord Abbett waived $249,916, $283,466, $480,744, $182,122,
$256,798, $109,631 and $9,540, respectively, in management fees. In addition, we
pay all expenses not expressly assumed by Lord Abbett. Our Class A share ratios
of expenses, including management fee expenses, to average net assets for the
year ended September 30, 1995 (August 31, 1995 for California) were .76%, .82%,
.82%, .62%, .72%, .41%, .00%, .74%, .58% and .53% for the California, National,
New York, Texas, New Jersey, Connecticut, Minnesota, Missouri, Hawaii and
Washington Series, respectively. The Texas, New Jersey, Connecticut, Missouri,
Hawaii and Washington Series' Class A share expense ratios would have been .87%,
.87%, .86%, .89%, .87% and .68%, respectively, had Lord Abbett not waived all or
a portion of its management fees. Lord Abbett waived management fees and
subsidized expenses with respect to the Minnesota Series. Without this subsidy
the expense ratio would have been .64% (not annualized).
The Management Agreements relating to the (i) Minnesota Series and (ii) the
Hawaii and Washington Series provide for the Series to repay Lord Abbett without
interest for any expenses assumed by Lord Abbett on and after the first day of
the calendar quarter after the net assets of such Series first reach $50 million
("commencement date"), to the extent that the expense ratio of such Series
(determined before taking into account any fee waiver or expense assumption) is
less than .85% (in the case of Minnesota Series) and .95% (in the case of each
of Hawaii and Washington Series). Commencing with the first day of the calendar
quarter after the net assets of the Minnesota Series first reach $100 million,
such repayments shall be made to the extent that such expense ratio so
determined is less than 1.05%. Neither the Minnesota, the Hawaii nor the
Washington Series shall be obligated to repay any such expenses after the
earlier of the termination of the Management Agreements or the end of five full
fiscal years after the commencement date with respect to each such Series.
Neither the Minnesota, the Hawaii nor the Washington Series will record as
obligations in its financial statements any expenses which may possibly be
repaid to Lord Abbett under this repayment formula, unless such repayment is
probable at the time. If such repayment is not probable, the Series will
disclose in a note to its financial statements that such repayments are
possible.
We will not hold annual meetings of shareholders unless required to do so by the
Act, the Board of Directors or the shareholders with one-quarter of the
outstanding stock entitled to vote. See the Statement of Additional Information
for more details.
The Fund was incorporated under Maryland law on December 27, 1983. Each
outstanding share of a Series has one vote on all matters voted upon by that
Series and an equal right to dividends and distributions of that Series and
where a Series has a multi-class structure, shares of each class have equal
rights as to voting, divi-
<PAGE>
dends, assets and liquidation except for differences resulting from certain
class-specific expenses. All shares have noncumulative voting rights for the
election of directors.
8 DIVIDENDS CAPITAL GAINS DISTRIBUTIONS AND TAXES
Dividends from net investment income are declared daily and paid monthly. They
may be taken in cash or reinvested in additional shares at net asset value
without a sales charge. If you elect a cash payment (i) a check will be mailed
to you as soon as possible after the monthly reinvestment date or (ii) if you
arrange for direct deposit, your payment will be wired directly to your bank
account within one day after the payable date. You begin earning dividends on
the business day on which payment for the purchase of your shares is received.
A long-term capital gains distribution is made when we have net profits during
the year from sales of securities which we have held more than one year. If we
realize net short-term capital gains, they also will be distributed. Any capital
gains distribution will be made annually in December.
You may take it in cash or reinvest it in additional shares at net asset value
without a sales charge.
Dividends and distributions may be paid in December or January. Dividends and
distributions declared in October, November or December of any year to
shareholders of record as of a date in such a month will be treated for federal
income tax purposes as having been received by shareholders in that year if they
are paid before February 1 of the following year.
We intend to continue to meet the requirements of Subchapter M of the Internal
Revenue Code. We will try to distribute to shareholders all our net investment
income and net realized capital gains, so as to avoid the necessity of the Fund
paying federal income tax. Distributions derived from net long-term capital
gains which are designated by the Fund as "capital gains dividends" will be
taxable to shareholders as long-term capital gains, whether received in cash or
shares, regardless of how long a taxpayer has held the shares. Under current
law, net long-term capital gains are taxed at the rates applicable to ordinary
income, except that the maximum rate for long-term capital gains for individuals
is 28%. Legislation is pending in Congress as of the date of this Prospectus
which would have the effect of reducing the federal income tax rate on capital
gains.
Shareholders may be subject to a $50 penalty under the Internal Revenue Code and
we may be required to withhold and remit to the U.S. Treasury for federal income
taxes a portion (31%) of any redemption proceeds (including the value of shares
exchanged into another Lord Abbett-sponsored fund) and of any taxable dividend
or distribution on any account where the payee failed to provide a correct
taxpayer identification number or to make certain required certifications.
Shareholders receiving Social Security benefits and certain railroad retirement
benefits may be subject to federal income tax on up to 85% of such benefits as a
result of receiving investment income, including tax-exempt income (such as
exempt-interest dividends) and other distributions paid by the Fund. The tax
will be imposed on up to one-half of such benefits only when the sum of the
recipient's adjusted gross income (plus miscellaneous adjustments), tax-exempt
interest income and one-half of Social Security income exceeds $25,000 for
individuals ($32,000 for individuals filing a joint return). The tax will be
imposed on up to 85% of such benefits only when such sum exceeds $34,000 for
individuals ($44,000 for individuals filing a joint return). Shareholders
receiving such benefits should consult their tax advisers.
New York Taxes -- In the opinion of Debevoise & Plimpton, counsel to the Fund,
dividends paid by the New York Series will not be subject to New York State and
New York City personal income taxes to the extent that they are derived from
interest on obligations of the State of New York and its political subdivisions
which are exempt from federal income tax. In addition, dividends derived from
interest on debt obligations issued by certain other governmental entities (for
example, U.S. territories) will be similarly exempt. For New York State and City
personal income tax purposes, distributions, whether received in cash or
additional shares, paid from the Fund's other investment income and from any net
realized short-term capital gains, are taxable as ordinary income and
distributions from net realized long-term capital gains are treated as long-term
capital gains, regardless of how long a shareholder has held the shares.
Distributions from investment income and capital gains, including
exempt-interest dividends, may be subject to New York State franchise taxes and
to the New York City General Corporation Tax, if received by a corporation
subject to those taxes, to state taxes in states other than New York and to
local taxes in cities other than New York City.
California Taxes -- Exempt-interest dividends derived from interest income on
municipal bonds issued by the State of California and its political
subdivisions, agencies and instrumentalities and on obligations of the federal
government or certain other government authorities (for example, Puerto Rico)
paid to individual shareholders will be exempt from California personal income
tax. Such dividends may be subject to California franchise taxes and corporate
income taxes if received by a corporation subject to such taxes and to state and
local taxes in states other than California.
Connecticut Taxes -- Dividends paid by the Connecticut Series will not be
subject to the Connecticut personal income tax to the extent that they are
derived from interest on obligations of the State of Connecticut or any of its
political subdivisions which are exempt from federal income tax or derived from
interest on debt obligations issued by certain other government entities (for
example, U.S. territories). Dividends and distributions, whether received in
cash or additional shares, derived from the Connecticut Series' other investment
income and capital gains are subject to tax.
<PAGE>
Distributions from investment income and capital gains, including
exempt-interest dividends derived from interest that is exempt from Connecticut
personal income tax and federal income tax, may be subject to the Connecticut
Corporation Business Tax if received by a corporation subject to such tax, to
state taxes in states other than Connecticut and to local taxes.
Hawaii Taxes -- Dividends paid by the Hawaii Series generally will be exempt
from Hawaii income tax to the extent that they are derived from interest on
obligations of the State of Hawaii or any of its political subdivisions or
authorities or obligations issued by certain other government authorities (for
example, U.S. territories). Dividends and distributions derived from the Series'
other investment income and short-term capital gains will be subject to Hawaii
income tax as ordinary income and distributed and undistributed net realized
long-term capital gains will be subject to Hawaii income tax as capital gains.
Dividends and distributions paid by the Series, including dividends that are
exempt from Hawaii income tax as described above, will be subject to the Hawaii
franchise tax if received by a corporation subject to such taxes and may be
subject to state taxes in states other than Hawaii or to local taxes.
Minnesota Taxes -- Shareholders of the Minnesota Series who are individuals,
estates, or trusts and who are subject to regular Minnesota personal income tax
will not be subject to such regular Minnesota tax on Minnesota Series dividends
to the extent that such distributions qualify as exempt-interest dividends of a
regulated investment company under Section 852 (b) (5) of the Internal Revenue
Code which are derived from interest on tax-exempt obligations of the State of
Minnesota, or its political or governmental subdivisions, municipalities,
governmental agencies or instrumentalities. The foregoing will apply, however,
only if the portion of the exempt-interest dividends from such Minnesota sources
that is paid to all shareholders represents 95% or more of the exempt-interest
dividends that are paid by the Minnesota Series. If the 95% test is not met, all
exempt-interest dividends paid by the Minnesota Series will be subject to the
regular Minnesota personal income tax. Even if the 95% test is met, to the
extent that exempt-interest dividends that are paid by the Minnesota Series are
not derived from the Minnesota sources described in the first sentence of this
paragraph, such dividends will be subject to the regular Minnesota personal
income tax. Other distributions of the Minnesota Series, including distributions
from net short-term and long-term capital gains, are generally not exempt from
the regular Minnesota personal income tax.
Minnesota Series dividends, if any, that are derived from interest on certain
United States obligations are generally not subject to the regular Minnesota
personal income tax or the Minnesota alternative minimum tax, in the case of
shareholders of the Minnesota Series who are individuals, estates, or trusts.
Minnesota Series distributions, including exempt-interest dividends, are not
excluded in determining the Minnesota franchise tax on corporations that is
measured by taxable income and alternative minimum taxable income. Minnesota
Series distributions may also be taken into account in certain cases in
determining the minimum fee that is imposed on corporations, S corporations, and
partnerships.
Except during temporary defensive periods or when acceptable investments are
unavailable to the Minnesota Series, at least 80% of the value of the net assets
of the Minnesota Series will be maintained in debt obligations which are exempt
from federal income tax and Minnesota personal income tax. The Series intends to
invest so that the 95% test described in the paragraphs above is met.
Missouri Taxes -- Dividends paid by the Missouri Series generally will be exempt
from Missouri personal and corporate income tax to the extent that they are
derived from interest on obligations of the State of Missouri or any of its
political subdivisions or authorities or obligations issued by certain other
government authorities (for example, U.S. territories). The portion of the
Series' dividends received by a shareholder that is exempt from Missouri
personal or corporate income tax each year may be reduced by interest or other
expenses in excess of $500 paid or incurred to purchase or carry shares of the
Series or other investments producing income that is exempt from Missouri income
tax.
Dividends and distributions derived from the Series' other investment income and
its capital gains will be subject to Missouri personal and corporate income tax.
Dividends and distributions paid by the Series, including dividends that are
exempt from Missouri personal income tax as described above, may be subject to
state taxes in states other than Missouri or to local taxes.
New Jersey Taxes -- Dividends and distributions paid by the New Jersey Series
will be exempt from New Jersey Gross Income Tax to the extent that they are
derived from interest on obligations of the State of New Jersey or its political
subdivisions or authorities or on obligations issued by certain other government
authorities (for example, U.S. territories) or from capital gains derived from
the disposition of such obligations, as long as at least 80% of the Series'
interest-bearing and discount obligations are such obligations, and the Series
meets certain other investment and filing requirements. We intend to meet those
requirements. As long as we meet those requirements, net gains or income derived
from the disposition of shares of the New Jersey Series will not be subject to
New Jersey Gross Income Tax. Dividends and distributions derived from the
Series' other investment income and capital gains will be subject to New Jersey
Gross Income Tax.
<PAGE>
Dividends and distributions from the New Jersey Series (including
exempt-interest dividends and all distributions derived from capital gains) will
be subject to the New Jersey corporation business (franchise) tax and the New
Jersey corporation income tax if received by a corporation subject to such taxes
and may be subject to state taxes in states other than New Jersey and to local
taxes.
Annual Information -- Information concerning the tax treatment of dividends and
other distributions will be mailed annually to shareholders. Each Series will
also provide annually to its shareholders information regarding the source of
dividends and distributions of capital gains paid by that Series. You should
consult your tax adviser regarding the treatment of those distributions and
state and local taxes generally and any proposed changes thereto as well as the
tax consequences of gains or losses from the redemption or exchange of our
shares.
9 REDEMPTIONS
To obtain the proceeds of an expedited redemption of $50,000 or less, you or
your representative with proper identification can telephone the Fund. The Fund
will not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine and will employ reasonable procedures to
confirm that instructions received are genuine, including requesting proper
identification, recording all telephone redemptions and mailing the proceeds
only to the named shareholder at the address appearing on the account
registration.
If you do not qualify for the expedited procedures described above to redeem
shares directly, send your request to Lord Abbett Tax-Free Income Fund, Inc.
(P.O. Box 419100, Kansas City, Missouri 64141) with signature(s) and any legal
capacity of the signer(s) guaranteed by an eligible guarantor, accompanied by
any certificates for shares to be redeemed and other required documentation. We
will make payment of the net asset value of the shares on the date the
redemption order was received in proper form. Payment will be made within three
business days. The Fund may suspend the right to redeem shares for not more than
three days (or longer under unusual circumstances as permitted by Federal law).
If you have purchased Fund shares by check and subsequently submit a redemption
request, redemption proceeds will be paid upon clearance of your purchase check,
which may take up to 15 days. To avoid delays you may arrange for the bank upon
which a check was drawn to communicate to the Fund that the check has cleared.
Shares also may be redeemed by the Fund at net asset value through your
securities dealer who, as an unaffiliated dealer, may charge you a fee. If your
dealer receives your order prior to the close of the NYSE and communicates it to
Lord Abbett, as our agent, prior to the close of Lord Abbett's business day, you
will receive the net asset value of the shares being redeemed as of the close of
the NYSE on that day. If the dealer does not communicate such an order to Lord
Abbett until the next business day, you will receive the net asset value as of
the close of the NYSE on that next business day.
Shareholders who have redeemed their shares have a one-time right to reinvest
into another account having the identical registration in any of the Eligible
Funds, at the then applicable net asset value (i) of the shares being purchased,
without the payment of a front-end sales charge or (ii) with reimbursement for
the payment of any CDSC. Such reinvestment must be made within 60 days of the
redemption and is limited to no more than the amount of the redemption proceeds.
Under certain circumstances and subject to prior written notice, our Board of
Directors may authorize redemption of all of the shares in any account in which
there are fewer than 25 shares.
10 PERFORMANCE
Lord Abbett Tax-Free Income Fund completed fiscal 1995 on September 30 with net
assets totaling $1.68 billion.
Each Series seeks to provide shareholders with high current tax-free income from
a portfolio of high-quality municipal bonds. Following are some of the factors
that were relevant to the Series' performance over the past year, including
market conditions and investment strategies pursued by the Fund's management.
The past year has been one of extreme volatility in the fixed-income markets and
particularly in the markets for municipal bonds. The Bond Buyer 40 Index, which
measures yields on long-term municipal bonds, stood at 6.1% on September 30,
1995, after having been as high as 7.4% in November of 1994. While talk of tax
reform has heightened investor concerns, the end result has been beneficial:
tax-exempt securities have become less expensive relative to other securities.
Presently, municipal bonds have an average yield that is more than 90% of the
30-year Treasury bond yield, indicating how attractive we believe the tax-exempt
sector has become.
Lord Abbett continues to manage the portfolios' risk from a total return
perspective and believes that investors will benefit from our well-diversified,
high-quality portfolios. Prior to July 12, 1996 every series of the Fund, with
the exception of the California Series, had only one class of shares, which
class is now designated Class A. The performance data contained in this
prospectus is for those shares.
Yield and Total Return. Yield, tax-equivalent yield and total return data may
from time to time be included in advertisements about the Series. Each class of
shares calculates its "yield" by dividing annualized net investment income per
share during a recent 30-day period by the maximum offering price per share on
the last day of that period. "Tax-equivalent yield" is calculated by dividing
that portion of each class' yield (as determined above) which is tax-exempt by
one minus a stated income tax rate and adding the product to that portion, if
any, of each class' yield
<PAGE>
that is not tax exempt. The yield and tax-equivalent yield of each class will
differ because of the different expenses (including actual 12b-1 fees) of each
class of shares. The yield data represents a hypothetical investment return on
the portfolio, and does not measure an investment return based on dividends
actually paid to shareholders. To show that return, a dividend distribution rate
may be calculated. Dividend distribution rate is calculated by dividing the
dividends of a class derived from net investment income during a stated period
by the maximum offering price on the last day of the period. Yields and dividend
distribution rate for Class A shares reflect the deduction of the maximum
initial sales charge, but may also be shown based on the Series' net asset value
per share. Yields for Class B and Class C shares do not reflect the deduction of
the CDSC.
"Total return" for the one-, five- and ten-year periods represents the average
annual compounded rate of return on an investment of $1,000 in each Series at
the maximum public offering price. When total return is quoted for Class A
shares, it includes the payment of the maximum initial sales charge. When total
return is shown for Class B and Class C shares, it reflects the effect of the
applicable CDSC. Total return also may be presented for other periods or based
on investment at reduced sales charge levels or net asset value. Any quotation
of total return not reflecting the maximum initial sales charge (front-end,
back-end or level) would be reduced if such sales charge were used. Quotations
of yield or total return for any period when an expense limitation is in effect
will be greater than if the limitation had not been in effect. See "Past
Performance" in the Statement of Additional Information for a more detailed
discussion.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFER IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
NO PERSON IS AUTHORIZED TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN SUPPLEMENTAL
LITERATURE AUTHORIZED BY THE FUND, AND NO PERSON IS ENTITLED TO RELY UPON ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR THEREIN.
<PAGE>
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund National Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of National tax-free funds and the
Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of National
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
9/30/85 $10,000 $ 9,525 $10,000 $10,000
9/30/86 12,370 11,781 14,897 12,284
9/30/87 12,274 11,692 14,974 12,062
9/30/88 14,257 13,579 16,918 13,703
9/30/89 15,566 14,827 18,387 14,885
9/30/90 16,511 15,727 19,637 15,677
9/30/91 18,661 17,773 22,226 17,687
9/30/92 20,671 19,689 24,549 19,497
9/30/93 23,684 22,559 27,677 22,052
9/30/94 22,348 21,286 27,010 21,203
9/30/95 24,546 23,379 30,032 23,394
</TABLE>
Average Annual Total Return (3)
1 Year 5 Years 10 Years
4.70% 7.19% 8.86%
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund Minnesota Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of Minnesota tax-free funds and
the Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Minnesota
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
12/27/94 $10,000 $ 9,520 $10,000 $10,000
9/30/95 11,022 10,493 11,281 11,541
</TABLE>
Average Annual Total Return (3)
Life of Fund
4.90%
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund New York Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of New York tax-free funds and the
Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of New York
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
9/30/85 $10,000 $ 9,526 $10,000 $10,000
9/30/86 12,110 11,538 14,897 12,165
9/30/87 12,135 11,560 14,974 11,755
9/30/88 13,950 13,290 16,918 13,329
9/30/89 15,224 14,503 18,387 14,459
9/30/90 16,035 15,275 19,637 15,096
9/30/91 18,296 17,429 22,226 16,924
9/30/92 20,253 19,292 24,549 18,737
9/30/93 23,077 21,984 27,677 21,308
9/30/94 21,645 20,618 27,010 20,382
9/30/95 24,619 22,500 30,032 22,163
</TABLE>
Average Annual Total Return (3)
1 Year 5 Years 10 Years
3.90% 6.99% 8.45%
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund Texas Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of Texas tax-free funds and the
Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Texas
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
1/20/87 $10,000 $ 9,520 $10,000 $10,000
9/30/87 9,473 9,018 9,432 9,216
9/30/88 11,002 10,475 10,657 10,570
9/30/89 12,059 11,480 11,582 11,468
9/30/90 12,853 12,237 12,370 12,124
9/30/91 14,705 14,000 14,000 13,728
9/30/92 16,276 15,495 15,463 15,328
9/30/93 18,496 17,608 17,434 17,329
9/30/94 17,645 16,799 17,013 16,648
9/30/95 19,611 18,670 18,917 17,902
</TABLE>
Average Annual Total Return (3)
1 Year 5 Years Life of Fund
5.80% 7.77% 8.05%
<PAGE>
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund New Jersey Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of New Jersey tax-free funds and
the Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of New Jersey
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
1/02/91 $10,000 $ 9,524 $10,000 $10,000
9/30/91 10,998 10,474 10,850 10,877
9/30/92 12,154 11,575 11,984 11,970
9/30/93 14,009 13,342 13,511 13,596
9/30/94 13,461 12,821 13,186 13,055
9/30/95 14,805 14,100 14,661 14,252
</TABLE>
Average Annual Total Return (3)
1 Year Life of Fund
4.60% 7.51%
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund Connecticut Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of Connecticut tax-free funds and
the Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Connecticut
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
4/01/91 $10,000 $ 9,525 $10,000 $10,000
9/30/91 10,692 10,183 10,610 10,542
9/30/92 11,728 11,170 11,719 11,581
9/30/93 13,542 12,899 13,212 13,172
9/30/94 12,847 12,236 12,894 12,609
9/30/95 14,199 13,524 14,337 13,843
</TABLE>
Average Annual Total Return (3)
1 Year Life of Fund
5.30% 6.95%
Comparison of change in value of a $10,000 investment in Class A shares of Lord
Abbett Tax-Free Income Fund Missouri Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of Missouri tax-free funds and the
Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Missouri
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
5/31/91 $10,000 $ 9,525 $10,000 $10,000
9/30/91 10,546 10,044 10,378 10,359
9/30/92 11,756 11,196 11,463 11,384
9/30/93 13,378 12,741 12,923 12,948
9/30/94 12,679 12,075 12,612 12,397
9/30/95 13,973 13,307 14,023 13,630
</TABLE>
Average Annual Total Return (3)
1 Year Life of Fund
5.00% 6.82%
Comparison of a change in value of a $10,000 investment in Class A shares of
Lord Abbett California Tax-Free Income Fund, Inc. (now Class A shares of
California Series), assuming reinvestment of all dividends and distributions,
Lipper's Average of California tax-free funds and the Lehman Municipal Bond
Index
<TABLE>
<CAPTION>
The Fund The Fund Lippers Average Lehman Brothers
at Net Asset at Maximum of California Municipal Bond
Date Value Offering Price tax-free funds Index
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8/31/85 $10,000 $ 9,520 $10,000 $10,000
8/31/86 12,003 11,427 12,019 12,309
8/31/87 12,199 11,614 12,258 12,879
8/31/88 13,042 12,417 13,040 13,765
8/31/89 14,564 13,866 14,514 15,277
8/31/90 15,390 14,652 15,245 16,258
8/31/91 17,376 16,542 16,988 18,175
8/31/92 19,424 18,493 18,777 20,203
8/31/93 22,225 21,160 21,159 22,668
8/31/94 21,484 20,455 20,867 22,708
8/31/95 22,682 21,596 22,318 24,722
</TABLE>
Average Annual Total Return (4)
1 Year 5 Years Life of Fund
+0.60% +7.01% +8.01%
Comparison of a change in value of a $10,000 investment in Class A shares of
Lord Abbett Tax-Free Income Fund Hawaii Series, assuming reinvestment of all
dividends and distributions, Lipper's Average of Hawaii tax-free funds and the
Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Hawaii
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
10/28/91 $10,000 $ 9,520 $10,000 $10,000
9/30/92 10,905 10,382 10,947 10,830
9/30/93 12,634 12,028 12,341 12,189
9/30/94 11,934 11,360 12,044 11,791
9/30/95 13,163 12,531 13,392 12,841
</TABLE>
Average Annual Total Return (3)
1 Year Life of Fund
5.00% 5.93%
Comparison of a change in value of a $10,000 investment in Class A shares of
Lord Abbett Tax-Free Income Fund Washington Series, assuming reinvestment of
all dividends and distributions, Lipper's Average of Washington tax-free funds
and the Lehman Municipal Bond Index
<TABLE>
<CAPTION>
Fund at Net Fund at Maximum Shearson Lehman Lipper's Average
Date Asset Value Offering Price Municipal Bond of Washington
Index Tax-Free Funds
- ---- ----------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
4/15/92 $10,000 $ 9,520 $10,000 $10,000
9/30/92 10,647 10,136 10,608 10,546
9/30/93 12,278 11,689 11,959 11,926
9/30/94 11,584 11,028 11,671 11,372
9/30/95 12,798 12,183 12,977 12,344
</TABLE>
Average Annual Total Return (3)
1 Year Life of Fund
5.86% 5.10%
(1)Data reflects the deduction of the maximum initial sales charge of 4.75%,
applicable to Class A shares. (2)Performance numbers for the Lehman Municipal
Bond Index do not reflect transaction costs or management fees. An investor
cannot invest directly in the Index. This Index is unmanaged and composed of
municipal bonds from many different states and, therefore, it may not be valid
to compare to a single-state municipal bond portfolio, such as those of the
single-state Series. (3)Source: Lipper Analytical Services. (4)Total return is
the percent change in net asset value, after deduction of the maximum initial
sales charge of 4.75%, applicable to Class A shares with all dividends and
distributions reinvested for the periods shown ending September 30, 1995 (except
for California Series, whose period ends August 31, 1995) using the SEC-required
uniform method to compute such return. A portion of the management fee has been
waived.
<PAGE>
Investment Manager and Underwriter
Lord, Abbett & Co. and Lord Abbett Distributor LLC
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800
Custodian
The Bank of New York
48 Wall Street
New York, New York 10286
Transfer Agent and Dividend
Disbursing Agent
United Missouri Bank of Kansas City, N.A.
Tenth and Grand
Kansas City, Missouri 64141
Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419100
Kansas City, Missouri 64141
800-821-5129
Auditors
Deloitte & Touche LLP
Counsel
Debevoise & Plimpton
<PAGE>
Statement of Additional Information July 15, 1996
Lord Abbett Tax-Free Income Fund, Inc.
This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities dealer or from Lord, Abbett & Co., The General
Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. This Statement
relates to, and should be read in conjunction with, the Prospectus dated July
15, 1996.
Our Board of Directors has authority to create and classify shares of common
stock in separate series, without further action by shareholders. To date,
40,000,000 shares of each of the California, Connecticut, Hawaii, Minnesota,
Missouri, New Jersey, New York, Texas and Washington Series and 120,000,000
shares of the National Series have been authorized. The National Series consists
of three classes of shares (A, B and C) with 80,000,000 shares allocated to
Class A, 20,000,000 shares to Class B and 20,000,000 to Class C. Both the New
York and California series consist of two classes (A and C) with 20,000,000
shares allocated to Class A in the New York Series and 60,000,000 share
allocated to Class A in the California series and 20,000,000 shares allocated to
Class C in each series. All other series offer a single class of shares only:
Class A shares. Prior to July 12, 1996, we had only one class of shares for all
Series, which class is now designated Class A. The Class B shares of the
National Series will be offered to the public for the first time on or about
August 1, 1996. All shares have equal noncumulative voting rights and equal
rights with respect to dividends, assets and liquidation, except for certain
class-specific expenses. They are fully paid and nonassessable when issued and
have no preemptive or conversion rights. Although no present plans exist to do
so, further series may be added in the future. The Investment Company Act of
1940, as amended (the "Act"), requires that where more than one series exists,
each series must be preferred over all other series in respect of assets
specifically allocated to such series.
Rule 18f-2 under the Act provides that any matter required to be submitted, by
the provisions of the Act or applicable state law, or otherwise, to the holders
of the outstanding voting securities of an investment company such as the Fund
shall not be deemed to have been effectively acted upon unless approved by the
holders of a majority of the outstanding shares of each series affected by such
matter. Rule 18f-2 further provides that a series shall be deemed to be affected
by a matter unless the interests of each series in the matter are substantially
identical or the matter does not affect any interest of such series. However,
the Rule exempts the selection of independent public accountants, the approval
of principal distribution contracts and the election of directors from the
separate voting requirements of the Rule.
Shareholder inquiries should be made by writing directly to the Fund or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.
TABLE OF CONTENTS Page
1. Investment Objectives and Policies 2
2. Directors and Officers 11
3. Investment Advisory and Other Services 13
4. Portfolio Transactions 15
5. Purchases, Redemptions
and Shareholder Services 16
6. Taxes 23
7. Risk Factors Regarding Investments
in Connecticut, Hawaii, Minnesota, Missouri,
New Jersey, New York, Texas,
Washington and Puerto Rico Municipal Bonds 25
8. Past Performance 37
9. Further Information About the Fund 39
10. Financial Statements 39
<PAGE>
1.
Investment Objective and Policies
Fundamental Investment Restrictions
- -----------------------------------
Each Series may not: (1) borrow money (except that (i) each Series may borrow
from banks (as defined in the Act) in amounts up to 33 1/3% of its total assets
(including the amount borrowed), (ii) each Series may borrow up to an additional
5% of its total assets for temporary purposes, (iii) each Series may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of portfolio securities and (iv) each Series may purchase securities on margin
to the extent permitted by applicable law); (2) pledge its assets (other than to
secure such borrowings or to the extent permitted by each Series' investment
policies as permitted by applicable law); (3) engage in the underwriting of
securities except pursuant to a merger or acquisition or to the extent that, in
connection with the disposition of its portfolio securities, it may be deemed to
be an underwriter under federal securities laws; (4) make loans to other
persons, except that the acquisition of bonds, debentures or other corporate
debt securities and investment in government obligations, commercial paper,
pass-through instruments, certificates of deposit, bankers acceptances,
repurchase agreements or any similar instruments shall not be subject to this
limitation, and except further that each Series may lend its portfolio
securities, provided that the lending of portfolio securities may be made only
in accordance with applicable law; (5) buy or sell real estate (except that each
Series may invest in securities directly or indirectly secured by real estate or
interests therein or issued by companies which invest in real estate or
interests therein), commodities or commodity contracts (except to the extent
each Series may do so in accordance with applicable law and without registering
as a commodity pool operator under the Commodity Exchange Act as, for example,
with futures contracts); (6) with respect to 75% of the gross assets of the
National Series, buy securities of one issuer representing more than (i) 5% of
the Series' gross assets, except securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or (ii) 10% of the voting
securities of such issuer; (7) invest more than 25% of its assets, taken at
market value, in the securities of issuers in any particular industry (excluding
securities of the U.S. Government, its agencies and instrumentalities); or (8)
issue senior securities to the extent such issuance would violate applicable
law.
With respect to the restrictions mentioned herein, compliance therewith will not
be affected by change in the market value of portfolio securities but will be
determined at the time of purchase or sale of such securities.
Non-Fundamental Investment Restrictions. In addition to the investment
- -------------------------------------------
restrictions above which cannot be changed without shareholder approval, we also
are subject to the following non-fundamental investment policies which may be
changed by the Board of Directors without shareholder approval. Each Series may
not: (1) borrow in excess of 5% of its gross assets taken at cost or market
value, whichever is lower at the time of borrowing, and then only as a temporary
measure for extraordinary or emergency purposes; (2) make short sales of
securities or maintain a short position except to the extent permitted by
applicable law; (3) invest knowingly more than 15% of its net assets (at the
time of investment) in illiquid securities, except for securities qualifying for
resale under Rule 144A of the Securities Act of 1933 deemed to be liquid by the
Board of Directors; (4) invest in securities of other investment companies,
except as permitted by applicable law; (5) invest in securities of issuers
which, together with predecessors, have a record of less than three years of
continuous operation, if more than 5% of the Fund's total assets would be
invested in such securities (this restriction shall not apply to
mortgaged-backed securities, asset-backed securities or obligations issued or
guaranteed by the U. S. government, its agencies or instrumentalities); (6) hold
securities of any issuer if more than 1/2 of 1% of the issuer's securities
2
<PAGE>
are owned beneficially by one or more of the Fund's officers or directors or by
one or more partners or members of the Fund's underwriter or investment adviser
if these owners in the aggregate own beneficially more than 5% of the securities
of such issuer; (7) invest in warrants if, at the time of acquisition, its
investment in warrants, valued at the lower of cost or market, would exceed 5%
of such Series' total assets (included within such limitation, but not to exceed
2% of the Series' total assets, are warrants which are not listed on the New
York or American Stock Exchange or a major foreign exchange; (8) invest in real
estate limited partnership interests or interests in oil, gas or other mineral
leases, or exploration or development programs, except that each Series may
invest in securities issued by companies that engage in oil, gas or other
mineral exploration or development activities; (9) write, purchase or sell puts,
calls, straddles, spreads or combinations thereof, except to the extent
permitted in the Fund's prospectus and statement of additional information, as
they may be amended from time to time or (10) buy from or sell to any of its
officers, directors, employees, or its investment adviser or any of its
officers, directors, partners or employees, any securities other than shares of
the Series' common stock.
With respect to each Series other than the National Series, there is no
fundamental policy or restriction with respect to diversification, but each
Series will be required to meet the diversification rules under Subchapter M of
the Internal Revenue Code.
Notwithstanding restrictions 4, 7 and 8 above, in the future, upon shareholder
approval, each of the Series may seek to achieve its investment objective by
investing all of its assets in another investment company (or series or class
thereof) having the same investment objective. Shareholders will be notified
thirty days in advance of such conversion. In the event the Fund creates other
series or Series classes, shareholders of each Series will be able to exchange
Series shares for shares of the [same class of the] other Series and/or classes.
While each of the Series may take short-term gains if deemed appropriate,
normally the Series will hold securities in order to realize interest income
exempt from federal income tax and, where applicable, its state's personal
income tax, consistent with reasonable risk. For the year ended September 30,
1995, the portfolio turnover rates for the National, New York, Texas, New
Jersey, Connecticut, Minnesota, Missouri, Hawaii and Washington Series were
225.39%, 105.62%, 108.00%, 133.11%, 54.19%, 121.41%, 58.17%, 70.64% and 92.85%,
respectively. For the year ended September 30, 1994, the portfolio turnover
rates for the National, New York, Texas, New Jersey, Connecticut, Minnesota,
Missouri, Hawaii and Washington Series were 184.07%, 149.13%, 96.79%, 75.62%,
97.42%, 37.23%, 50.59%, 66.04% and 137.74%, respectively. On July 12, 1996, the
Fund acquired the assets of Lord Abbett California Tax-Free Income Fund, Inc.
(the "Acquired Fund") in exchange for shares of the newly-created California
Series. For the fiscal year ended August 31, 1995, the portfolio turnover rate
for the Acquired Fund was 100.20%, versus 86.05% for the prior year.
The liquidity of a Rule 144A security will be a determination of fact for which
the Board of Directors is ultimately responsible. However, the Directors may
delegate the day-to-day function of such determinations to Lord Abbett, subject
to the Directors' oversight. Examples of factors which the Directors may take
into account with respect to a Rule 144A security include the frequency of
trades and quotes for the security, the number of dealers willing to purchase or
sell the security and the number of other potential purchasers, dealer
undertakings to make a market in the security and the nature of the security and
of the marketplace (e.g., the time period needed to dispose of the security, the
method of soliciting offers and the mechanics of transfer). Rule 144A securities
may be considered illiquid in certain circumstances to the extent necessary to
comply with applicable state law requirements.
3
<PAGE>
Other Investment Restrictions (which can be changed without shareholder
- -----------------------------------------------------------------------
approval)
- ---------
Pursuant to Texas regulations, no Series will invest more than 5% of its net
assets in warrants or more than 2% in warrants not listed on the New York or
American Stock Exchanges, except when they form a unit with other securities. As
a matter of operating policy, no Series will invest more than 5% of its net
assets in rights.
To the extent that any of the Series are sold in the State of California, such
Series will conform to the requirements set forth in Rule 260.140.85(b) of the
California Code of Regulations with respect to futures and options transactions.
Municipal Bonds
- ---------------
In general, municipal bonds are debt obligations issued by or on behalf of
states, territories and possessions of the United States and the District of
Columbia and Puerto Rico and by their political subdivisions, agencies and
instrumentalities. Municipal bonds are issued to obtain funds for various public
purposes, including the construction of bridges, highways, housing, hospitals,
mass transportation, schools, streets and water and sewer works. They may be
used to refund outstanding obligations, to obtain funds for general operating
expenses, or to obtain funds to lend to other public institutions and facilities
and in anticipation of the receipt of revenue or the issuance of other
obligations. In addition, the term "municipal bonds" includes certain types of
"private activity" bonds including industrial development bonds issued by public
authorities to obtain funds to provide privately-operated housing facilities,
sports facilities, convention or trade show facilities, airport, mass transit,
port or parking facilities, air or water pollution control facilities and
certain facilities for water supply, gas, electricity, or sewerage or solid
waste disposal. Under the Tax Reform Act of 1986, as amended, substantial
limitations have been imposed on new issues of municipal bonds to finance
privately-operated facilities. The interest on municipal bonds generally is
excludable from gross income for federal income tax purposes of most investors.
The two principal classifications of municipal bonds are "general obligation"
and limited obligation or "revenue bonds." General obligation bonds are secured
by the pledge of the faith, credit and taxing power of the municipality for the
payment of principal and interest. The taxes or special assessments that can be
levied for the payment of debt service may be limited or unlimited as to rate or
amount. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or other specific revenue source. "Private activity" bonds,
including industrial development bonds are, in most cases, revenue bonds and
generally do not constitute the pledge of the faith, credit or taxing power of
the municipality. The credit quality of such municipal bonds usually is directly
related to the credit standing of the user of the facilities. There are
variations in the security of municipal bonds, both within a particular
classification and between classifications, depending on numerous factors.
The yields on municipal bonds are dependent on a variety of factors, including
general market conditions, supply and demand, general conditions of the
municipal bond market, size of a particular offering, the maturity of the
obligation and the rating of the issue. The ratings of Moody's Investors
Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("Standard &
Poor's") and Fitch Investors Service ("Fitch") represent their opinions as to
the quality of the municipal bonds which they undertake to rate. It should be
emphasized, however, that such ratings are general and are not absolute
standards of quality. Consequently, municipal bonds with the same maturity,
coupon and rating may have different yields when purchased in the open market,
while municipal bonds of the same maturity and coupon with different ratings may
have the same yield.
4
<PAGE>
Description of Four Highest Municipal Bond Ratings
- --------------------------------------------------
Moody's describes its four highest ratings for municipal bonds as follows:
"Bonds that are rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long-term risks appear somewhat larger than in Aaa securities.
Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.
Bonds that are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well."
Standard & Poor's describes its four highest ratings for municipal bonds as
follows:
"AAA: Debt rated 'AAA' has the highest rating assigned by Standard & Poor's.
Capacity to and pay interest and repay principal is extremely strong.
AA: Debt rated ' AA' has a very strong capacity to pay interest and repay
principals and differs from the highest rated issues only in small degree.
A: Debt rated 'A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB: Debt rated 'BBB' is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories."
Fitch describes its four highest ratings for municipal bonds as follows:
"AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
5
<PAGE>
AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated 'AAA'. Because bonds rated in the 'AAA' and
'AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt to these issuers is generally rated 'F-1+'.
A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payments. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings."
Options and Financial Futures Transactions
- ------------------------------------------
General. Each Series may engage in options and financial futures transactions in
- -------
accordance with its investment objective and policies. Although none of the
Series are currently employing such options and financial futures transactions,
and have no current intention of doing so, each may engage in such transactions
in the future if it appears advantageous to the Series to do so, in order to
hedge against the effects of fluctuating interest rates and other market
conditions or to stabilize the value of the Series' assets. The use of options
and financial futures, and possible benefits and attendant risks, are discussed
below, along with information concerning certain other investment policies and
techniques.
Financial Futures Contracts. Each Series may enter into financial futures
- -----------------------------
contracts for the future delivery of a financial instrument, such as a security
or the cash value of a securities index. This investment technique is designed
primarily to hedge (i.e., protect) against anticipated future changes in
interest rates or market conditions which otherwise might adversely affect the
value of securities which a Series holds or intends to purchase. A "sale" of a
futures contract means the undertaking of a contractual obligation to deliver
the securities or the cash value of an index called for by the contract at a
specified price during a specified delivery period. A "purchase" of a futures
contract means the undertaking of a contractual obligation to acquire the
securities or cash value of an index at a specified price during a specified
delivery period. At the time of delivery in the case of fixed-income securities
pursuant to the contract, adjustments are made to recognize differences in value
arising from the delivery of securities with a different interest rate than that
specified in the contract. In some cases, securities called for by a futures
contract may not have been issued at the time the contract was written. A Series
will not enter into any futures contracts or options on futures contracts if the
aggregate of the market value of the outstanding futures contracts of the Series
and futures contracts subject to the outstanding options written by the Series
would exceed 50% of the total assets of the Series.
Although some financial futures contracts by their terms call for the actual
delivery or acquisition of securities, in most cases, a party will close out the
contractual commitment before delivery without having to make or take delivery
of the security by purchasing (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, if effected through a member of an exchange, cancels the
obligation to make or take delivery of the securities. All transactions in the
futures market are made, offset or fulfilled through a clearing house associated
with the exchange on which the contracts are traded. The Series will incur
brokerage fees when they purchase or sell contracts and will be required to
maintain margin deposits. At the time a Series enters into a futures
6
<PAGE>
contract, it is required to deposit with its custodian, on behalf of the broker,
a specified amount of cash or eligible securities called "initial margin." The
initial margin required for a futures contract is set by the exchange on which
the contract is traded. Subsequent payments, called "variation margin," to and
from the broker are made on a daily basis as the market price of the futures
contract fluctuates. The costs incurred in connection with futures transactions
could reduce a Series' return. Futures contracts entail risks. If the investment
adviser's judgment about the general direction of interest rates or markets is
wrong, the overall performance may be poorer than if no such contracts had been
entered into.
There may be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged. The degree of difference in
price movements between futures contracts and the securities being hedged
depends upon such things as variations in speculative market demand for futures
contracts and debt securities and differences between the securities being
hedged and the securities underlying the futures contracts, e.g., interest
rates, tax status, maturities and creditworthiness of issuers. While interest
rates on taxable securities generally move in the same direction as the interest
rates on municipal bonds, there are frequently differences in the rate of such
movements and temporary dislocations. Accordingly, the use of a financial
futures contract on a taxable security or a taxable securities index may involve
a greater risk of an imperfect correlation between the price movements of the
futures contract and of the municipal bond being hedged than when using a
financial futures contract on a municipal bond or a municipal bond index. In
addition, the market prices of futures contracts may be affected by certain
factors. If participants in the futures market elect to close out their
contracts through offsetting transactions rather than meet margin requirements,
distortions in the normal relationship could result. Price distortions also
could result if investors in futures contracts decide to make or take delivery
of underlying securities rather than engage in closing transactions because of
the resultant reduction in the liquidity of the futures market. In addition,
because, from the point of view of speculators, margin requirements in the
futures market are less onerous than margin requirements in the cash market,
increased participation by speculators in the futures market could cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between movements in the
prices of securities and movements in the prices of futures contracts, a correct
forecast of market trends by the investment adviser still may not result in a
successful hedging transaction. If any of these events should occur, a Series
could lose money on the financial futures contracts and also on the value of its
portfolio securities.
Options on Financial Futures Contracts. Each Series may purchase and write call
- --------------------------------------
and put options on financial futures contracts. An option on a futures contract
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract at a specified exercise price at any time during
the period of the option. Upon exercise, the writer of the option delivers the
futures contract to the holder at the exercise price. A Series would be required
to deposit with its custodian initial margin and maintenance margin with respect
to put and call options on futures contracts written by it. Options on futures
contracts involve risks similar to the risks relating to transactions in
financial futures contracts described above. Also, an option purchased by a
Series may expire worthless, in which case the Series would lose the premium
paid therefor.
Options on Securities. Each Series may write (sell) covered call options on
- ----------------------
securities so long as it owns securities which are acceptable for escrow
purposes and may write secured put options on securities, which means that, so
long as a Series is obligated as a writer of a put option, it will invest an
amount not less than the exercise price of the put option in eligible
securities. A call option gives the purchaser the right to buy, and the writer
the obligation to sell, the underlying security at the exercise price during the
option period. A put option gives the purchaser the right to sell, and the
writer has the obligation to buy, the underlying security at the exercise price
during the option period. The premium received for writing an option will
reflect, among other things, the current market price of the underlying
security, the relationship of the
7
<PAGE>
exercise price to such market price, the price volatility of the underlying
security, the option period, supply and demand and interest rates. A Series may
write or purchase spread options which are options for which the exercise price
may be a fixed- dollar spread or yield spread between the security underlying
the option and another security it does not own, but which is used as a
benchmark. The exercise price of an option may be below, equal to, or above the
current market value of the underlying security at the time the option is
written. The buyer of a put who also owns the related security is protected by
ownership of a put option against any decline in that security's price below the
exercise price less the amount paid for the option. The ability to purchase put
options allows a Series to protect capital gains in an appreciated security it
owns, without being required to actually sell that security. At times a Series
might like to establish a position in securities upon which call options are
available. By purchasing a call option, the Series is able to fix the cost of
acquiring the security, this being the cost of the call plus the exercise price
of the option. This procedure also provides some protection from an unexpected
downturn in the market because the Series is only at risk for the amount of the
premium paid for the call option which it can, if it chooses, permit to expire.
During the option period, the covered call writer gives up the potential for
capital appreciation above the exercise price should the underlying security
rise in value, and the secured put writer retains the risk of loss should the
underlying security decline in value. For the covered call writer, substantial
appreciation in the value of the underlying security would result in the
security being "called away." For the secured put writer, substantial
depreciation in the value of the underlying security would result in the
security being "put to" the writer. If a covered call option expires
unexercised, the writer realizes a gain and the buyer a loss in the amount of
the premium. If the covered call option writer has to sell the underlying
security because of the exercise of the call option, the writer realizes a gain
or loss from the sale of the underlying security, with the proceeds being
increased by the amount of the premium.
If a secured put option expires unexercised, the writer realizes a gain and the
buyer a loss in the amount of the premium. If the secured put writer has to buy
the underlying security because of the exercise of the put option, the secured
put writer incurs an unrealized loss to the extent that the current market value
of the underlying security is less than the exercise price of the put option,
minus the premium received.
Over-the-Counter Options. As indicated in the Prospectus, each Series may deal
- -------------------------
in over-the-counter traded options ("OTC options"). OTC options differ from
exchange-traded options in several respects. They are transacted directly with
dealers and not with a clearing corporation and there is a risk of
nonperformance by the dealer as a result of the insolvency of such dealer or
otherwise, in which event, the Series may experience material losses. However,
in writing options, the premium is paid in advance by the dealer. OTC options
are available for a greater variety of securities, and a wider range of
expiration dates and exercise prices, than are exchange-traded options. Since
there is no exchange, pricing normally is done by reference to information from
market makers, which information is carefully monitored by the Series'
investment adviser and verified in appropriate cases.
A writer or purchaser of a put or call option can terminate it voluntarily only
by entering into a closing transaction. In the case of OTC options, there can be
no assurance that a continuous liquid secondary market will exist for any
particular option at any given time. Consequently, a Series may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a Series writes an OTC option, generally it can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which the Series originally wrote it. If a
covered call option writer cannot effect a closing transaction, it cannot sell
the underlying security until the option expires or the option is exercised.
Therefore, a covered call option writer of an OTC option may not be able to sell
an underlying security even though it might
8
<PAGE>
otherwise be advantageous to do so. Likewise, a secured put writer of an OTC
option may be unable to sell the securities pledged to secure the put for other
investment purposes while it is obligated as a put writer. Similarly, a
purchaser of such put or call option also might find it difficult to terminate
its position on a timely basis in the absence of a secondary market.
The Fund understands the position of the staff of the Securities and Exchange
Commission ("SEC") to be that purchased OTC options and the assets used as
"cover" for written OTC options are illiquid securities. The Fund and its
investment adviser disagree with this position and believe that the dealers with
which they intend to engage in OTC options transactions generally are agreeable
to and capable of entering into closing transactions. The Fund has adopted
procedures for engaging in OTC options for the purpose of reducing any potential
adverse effect of such transactions upon the liquidity of a Series' portfolio. A
brief description of such procedures is set forth below.
The Series only will engage in OTC options transactions with dealers that have
been specifically approved by the Board of Directors of the Fund. The Series and
their investment adviser believe that such dealers present minimal credit risks
to the Series and, therefore, should be able to enter into closing transactions
if necessary. The Series currently will not engage in OTC options transactions
if the amount invested by the Series in OTC options plus a "liquidity charge"
related to OTC options written by the Fund, plus the amount invested by the Fund
in illiquid securities, would exceed 10% of the Fund's net assets. The
"liquidity charge" referred to above is computed as described below.
The Fund anticipates entering into agreements with dealers to which the Series
sell OTC options. Under these agreements a Series would have the absolute right
to repurchase the OTC options from the dealer at any time at a price no greater
than a price established under the agreements (the "Repurchase Price"). The
"liquidity charge" referred to above for a specific OTC option transaction will
be the Repurchase Price related to the OTC option less the intrinsic value of
the OTC option. The intrinsic value of an OTC call option for such purposes will
be the amount by which the current market value of the underlying security
exceeds the exercise price. In the case of an OTC put option, intrinsic value
will be the amount by which the exercise price exceeds the current market value
of the underlying security. If there is no such agreement requiring a dealer to
allow a Series to repurchase a specific OTC option written by the Series, the
"liquidity charge" will be the current market value of the assets serving as
"cover" for such OTC option.
Options on Securities Indices. Each Series also may purchase and write call and
- -----------------------------
put options on securities indices in an attempt to hedge against market
conditions affecting the value of securities that the Series owns or intends to
purchase, and not for speculation. Through the writing or purchase of index
options, a Series can achieve many of the same objectives as through the use of
options on individual securities. Options on securities indices are similar to
options on a security except that, rather than the right to take or make
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash, if the closing level of the securities index upon which the option is
based is greater than, in the case of a call, or less than, in the case of a
put, the exercise price of the option. This amount of cash is equal to the
difference between the closing price of the index and the exercise price of the
option. The writer of the option is obligated, in return for the premium
received, to make delivery of this amount. Unlike security options, all
settlements are in cash and gain or loss depends upon price movements in the
market generally (or in a particular industry or segment of the market), rather
than upon price movements in individual securities. Price movements in
securities which a Series owns or intends to purchase probably will not
correlate perfectly with movements in the level of an index and, therefore, the
Series bears the risk that a loss on an index option would not be completely
offset by movements in the price of such securities.
9
<PAGE>
When a Series writes an option on a securities index, it will be required to
deposit with its custodian and mark-to-market eligible securities equal in value
to at least 100% of the exercise price in the case of a put or the contract
value in the case of a call. In addition, where a Series writes a call option on
a securities index at a time when the contract value exceeds the exercise price,
the Series will segregate and mark to market cash or cash equivalents equal in
value to such excess until the option expires or is closed out.
Options on futures contracts and index options involve risks similar to those
risks relating to transactions in financial futures contracts described above.
Also, an option purchased by a Series may expire worthless, in which case the
Series would lose the premium paid therefor.
Delayed Delivery Transactions. Each Series may purchase or sell portfolio
- -------------------------------
securities on a when-issued or delayed delivery basis. When-issued or delayed
delivery transactions involve a commitment by the Series to purchase or sell
securities with payment and delivery to take place in the future in order to
secure what is considered to be an advantageous price or yield to the Series at
the time of entering into the transaction. When a Series enters into a delayed
delivery purchase, it becomes obligated to purchase securities and it has all
the rights and risks attendant to ownership of a security, although delivery and
payment occur at a later date. The value of fixed- income securities to be
delivered in the future will fluctuate as interest rates vary. At the time the
Series makes the commitment to purchase a security on a when-issued or delayed
delivery basis, it will record the transaction and reflect the liability for the
purchase and the value of the security in determining its net asset value.
Likewise, at the time the Series makes the commitment to sell a security on a
delayed delivery basis, it will record the transaction and include the proceeds
to be received in determining its net asset value; accordingly, any fluctuations
in the value of the security sold pursuant to a delayed delivery commitment are
ignored in calculating net asset value so long as the commitment remains in
effect. The Series, generally, have the ability to close out a purchase
obligation on or before the settlement date rather than take delivery of the
security.
To the extent the Series engage in when-issued or delayed delivery purchases,
they will do so for the purpose of acquiring portfolio securities consistent
with the Series' investment objectives and policies and not for investment
leverage or to speculate in interest rate changes. The Series only will make
commitments to purchase securities on a when-issued or delayed delivery basis
with the intention of actually acquiring the securities, but the Series reserve
the right to sell these securities before the settlement date if deemed
advisable.
Regulatory Restrictions. To the extent required to comply with Securities and
- ------------------------
Exchange Commission Release No. IC-10666, when purchasing a futures contract,
writing a put option or entering into a delayed delivery purchase, each Series
will maintain, in a segregated account, cash or liquid high-grade debt
securities equal to the value of such contracts.
To the extent required to comply with Commodities Futures Trading Commission
Regulation 4.5 and thereby avoid "commodity pool operator" status, no Series
will enter into a futures contract or purchase an option thereon if immediately
thereafter the initial margin deposits for futures contracts held by the Series
plus premiums paid by it for open options on futures would exceed 5% of the
Series' total assets. A Series will not engage in transactions in financial
futures contracts or options thereon for speculation, but only to attempt to
hedge against changes in market conditions affecting the values of securities
which the Series holds or intends to purchase. When futures contracts or options
thereon are purchased to protect against a price increase on securities intended
to be purchased later, it is anticipated that at least 75% of such intended
purchases will be completed. When other futures contracts or options thereon are
purchased, the underlying value of such contracts at all times will not exceed
the sum of: (1) accrued profits on such
10
<PAGE>
contracts held by the broker; (2) cash or high-quality money market instruments
set aside in an identifiable manner and (3) cash proceeds from investments due
within 30 days.
2.
Directors and Officers
The following directors are partners of Lord Abbett, The General Motors
Building, 767 Fifth Avenue, New York, New York 10153-0203. They have been
associated with Lord Abbett for over five years and are also officers and/or
directors or trustees of the twelve other Lord Abbett-sponsored funds. They are
"interested persons" as defined in the Act, and as such, may be considered to
have an indirect financial interest in the Rule 12b-1 Plan described in the
Prospectus.
Robert S. Dow, age 50, Chairman and President
E. Wayne Nordberg, age 59 Vice President
The following outside directors are also directors or trustees of the twelve
other Lord Abbett-sponsored funds referred to above.
E. Thayer Bigelow
Time Warner Cable
300 First Stamford Place
Stamford, Connecticut
President and Chief Executive Officer of Time Warner Cable Programming, Inc.
Formerly President and Chief Operating Officer of Home Box Office, Inc. Age 54.
Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois
Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 65.
John C. Jansing 162 S. Beach Road Hobe Sound, Florida Retired. Former Chairman
of Independent Election Corporation of America, a proxy tabulating firm. Age 70.
C. Alan MacDonald
The Marketing Partnership, Inc.
27 Signal Road
Stamford, Connecticut
General Partner, The Marketing Partnership, Inc., a full service marketing
consulting firm. Formerly President & CEO of Nestle Foods Corp, and prior to
that, President & CEO of Stouffer Foods Corp., both subsidiaries of Nestle SA,
Switzerland. Currently serves as Director of Den West Restaurant Co., J. B.
Williams, and Fountainhead Water Company. Age 62.
11
<PAGE>
Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia
President and Chief Executive Officer of Rochester Button Company. Age 67.
Thomas J. Neff
Spencer Stuart & Associates
277 Park Avenue
New York, New York
President of Spencer Stuart & Associates, an executive search consulting firm.
Age 58.
The second column of the following table sets forth the compensation accrued for
the Fund's outside directors. The third and fourth columns set forth information
with respect to the retirement plan for outside directors maintained by the Lord
Abbett-sponsored funds. The fifth column sets forth the total compensation
payable by such funds to the outside directors. No director of the Fund
associated with Lord Abbett and no officer of the Fund received any compensation
from the Fund for acting as a director or officer.
<TABLE>
<CAPTION>
For the Fiscal Year Ended September 30, 1995
--------------------------------------------
(1) (2) (3) (4) (5)
Pension or Estimated Annual For Year Ended
Retirement Benefits Benefits Upon December 31, 1995
Accrued by the Retirement Proposed Total Compensation
Aggregate Fund and to be Paid by the Accrued by the Fund and
Compensation Twelve Other Lord Fund and Twelve Twelve Other Lord
Accrued by Abbett-sponsored Other Lord Abbett- Abbett-sponsored
Name of Director the Fund1 Funds sponsored Funds2 Funds3
- ---------------- ------------ -------------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
E. Thayer Bigelow4 $4,970 $9,772 $33,600 $ 8,400
Stewart S. Dixon $5,696 $22,472 $33,600 $43,000
John C. Jansing $5,721 $28,480 $33,600 $42,500
C. Alan MacDonald $5,692 $27,435 $33,600 $41,500
Hansel B. Millican, Jr. $5,691 $24,707 $33,600 $41,750
Thomas J. Neff $5,594 $16,126 $33,600 $41,200
<FN>
1. Outside directors' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on net
assets of each fund. A portion of the fees payable by the Fund to its outside
directors are being deferred under a plan that deems the deferred amounts to
be invested in shares of the Fund for later distribution to the directors.
The amounts of the aggregate compensation payable by the Fund for the fiscal
year ended September 30, 1995 deemed invested in Fund shares, including
dividends reinvested and changes in net asset value applicable to such deemed
investments through the end of such year, were as follows: Mr. Bigelow,
$5,261; Mr. Dixon, $48,641; Mr. Jansing, $52,388; Mr. MacDonald, $31,222; Mr.
Millican, $52,823 and Mr. Neff, $53,041.
2. Each Lord Abbett-sponsored fund has a retirement plan providing that outside
directors will receive annual retirement benefits for life equal to 80% of
their final annual retainers following retirement at or after age 72 with at
least 10 years of service. Each plan also provides for a reduced benefit upon
early retirement under certain circumstances, a pre-retirement death benefit
and actuarially reduced joint-and-survivor spousal benefits. The amounts
stated would be payable annually under such retirement plans if the director
were to retire at age 72 and the annual retainers payable by such funds were
the same as they are today. The amounts accrued in column 3 were accrued by
the Lord Abbett-sponsored funds during the fiscal year ended September 30,
1995 with respect to the retirement benefits in column 4.
12
<PAGE>
3. This column shows aggregate compensation, including director's fees and
attendance fees for board and committee meetings, of a nature referred to in
footnote one, accrued by the Lord Abbett-sponsored funds during the year
ended December 31, 1995.
4. Mr. Bigelow was elected a director of the Fund on October 19, 1994.
</FN>
</TABLE>
Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Allen, Carper, Cutler, Dow, Henderson, Morris, Nordberg and Walsh are partners
of Lord Abbett; the others are employees: Zane Brown, age 45; Barbara A.
Grummel, age 39; John Mousseau, age 40 (with Lord Abbett since 1993 - formerly
First Vice President, Shearson Lehman Brothers), Executive Vice President;
Philip Fang, age 30 (with Lord Abbett since 1993 formerly Municipal Evaluator
for Muller & Co.), Executive Vice President; Kenneth B. Cutler, age 63, Vice
President and Secretary; Stephen I. Allen, age 42; Daniel E. Carper, age 44;
Robert S. Dow, age 50; Thomas S. Henderson, age 63; Robert G. Morris, age 51, E.
Wayne Nordberg, age 59; John J. Gargana, Jr., age 64; Paul A. Hilstad, age 53
(with Lord Abbett since 1995 - formerly Senior Vice President and General
Counsel of American Capital Management & Research, Inc.); Thomas F. Konop, age
53; Victor W. Pizzolato, age 63; John J. Walsh, age 58, Vice Presidents; and
Keith F. O'Connor, age 40, Treasurer.
The Fund's By-Laws provide that the Fund shall not hold an annual meeting of its
stockholders in any year unless one or more matters are required to be acted on
by stockholders under the Act, or unless called by a majority of the Board of
Directors or by stockholders holding at least one quarter of the stock of the
Fund outstanding and entitled to vote at the meeting. When any such annual
meeting is held, the stockholders will elect directors and vote on the approval
of the independent auditors of the Fund.
[As of January 1, 1996, our officers and directors as a group owned less than 1%
of our outstanding shares.]
3.
Investment Advisory and Other Services
As described under "Our Management" in the Prospectus, Lord Abbett is the Fund's
investment manager. The eight general partners of Lord Abbett, all of whom are
officers and/or directors of the Fund, are: Stephen I. Allen, Daniel E. Carper,
Kenneth B. Cutler, Robert S. Dow, Thomas S. Henderson, Robert G. Morris, E.
Wayne Nordberg and John J. Walsh. The address of each partner is The General
Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.
The services performed by Lord Abbett are described under "Our Management" in
the Prospectus. Under the Management Agreements described in the Prospectus, we
are obligated to pay Lord Abbett a monthly fee, based on average daily net
assets of each Series for each month, at the annual rate of .5 of 1%. For the
National, New York and California Series this fee is allocated among the
separate classes based on such class' proportionate share of the Series' average
daily net assets. In addition, we pay all expenses not expressly assumed by Lord
Abbett, including, without limitation, 12b-1 expenses; outside directors' fees
and expenses; association membership dues; legal and auditing fees; taxes;
transfer and dividend disbursing agent fees; shareholder servicing costs;
expenses relating to shareholder meetings; expenses of preparing, printing and
mailing stock certificates and shareholder reports; expenses of registering our
shares under federal and state securities laws; expenses of preparing, printing
and mailing prospectuses to existing shareholders; insurance premiums and
brokerage and other expenses connected with executing portfolio transactions.
13
<PAGE>
For the fiscal years ended September 30, 1993 ,1994 and 1995, the management
fees paid to Lord Abbett for the National Series amounted to $3,127,152,
$3,480,257 and $3,174,906 respectively, and for the New York Series $1,718,608,
$1,831,676 and $1,645,366, respectively. These fees are attributable to the
Class A shares of the above Series only.
Although not obligated to do so, Lord Abbett has waived or may waive all or part
of its management fees and has assumed or may assume other expenses of the
Connecticut, Hawaii, Minnesota, Missouri, New Jersey, Texas and Washington
Series. For the fiscal years ended September 30, 1993, 1994 and 1995, Lord
Abbett waived $699,078, $615,642 and $283,466 in New Jersey Series management
fees. For the fiscal years September 30, 1993, 1994 and 1995, Lord Abbett waived
$385,097, $400,148 and $249,916, of the Texas Series' management fees,
respectively.
With respect to the Connecticut Series, for the fiscal years ended September 30,
1993, 1994 and 1995, Lord Abbett waived $362,661, $381,757 and $480,744,
respectively, in management fees. With respect to the Missouri Series, for the
fiscal years ended September 30, 1993, 1994 and 1995, Lord Abbett waived
$374,551, $364,906 and $188,122, respectively, in management fees.
For the fiscal years ended September 30, 1993, 1994 and 1995, Lord Abbett waived
$348,988, $433,616 and $256,798, respectively, in Hawaii Series' management
fees. Lord Abbett may pay or reimburse the Hawaii Series for certain of its
other expenses. Any such expenses have been repaid to Lord Abbett by the Hawaii
Series pursuant to a formula based on the expense ratio of the Hawaii Series.
For the fiscal year ended September 30, 1993, 1994 and 1995, Lord Abbett waived
$298,656, $313,694 and $109,631, respectively, in Washington Series' management
fees. Lord Abbett may pay or reimburse the Washington Series for certain of its
other expenses. Any such expenses have been repaid to Lord Abbett by the
Washington Series pursuant to a formula based on the expense ratio of the
Washington Series. For the period December 27, 1994 through September 30, 1995,
Lord Abbett waived all management fees and subsidized expenses with respect to
the Minnesota Series. Any such expenses may be repaid to Lord Abbett by the
Minnesota Series pursuant to a formula based on the expense ratio of the
Minnesota Series.
For the fiscal year ended September 30, 1995 the management fees paid to Lord
Abbett by the Series indicated were $650,054 (New Jersey), $250,500 (Texas),
$61,646 (Connecticut), $437,065 (Missouri), $173,345 (Hawaii) and $258,813
(Washington).
Lord Abbett has given the Fund the right to use the identifying name "Lord
Abbett" and this right may be withdrawn if Lord Abbett ceases to be the Fund's
investment manager.
Lord Abbett serves as the principal underwriter for each Series.
The State of California limits our operating expenses (including management fees
but excluding taxes, interest, extraordinary expenses and brokerage commissions)
to 2 1/2% of average annual net assets up to $30,000,000, 2% of the next
$70,000,000 of such assets and 1 1/2% of such assets in excess of $100,000,000.
The expense limitation is a condition of the registration of investment company
shares for sale in the State, and applies so long as our shares are registered
for sale in that state. Lord Abbett's management fee will be allocated to each
Series based on average daily net assets (and, for Series with multiple classes,
further allocated among the separate classes based on such class' proportionate
share of the Series' average daily net assets), and any expense reimbursement
will be credited to the Series whose expenses exceeded the limitation.
14
<PAGE>
Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281, are
the independent auditors of the Fund and must be approved at least annually by
our Board of Directors to continue in such capacity. They perform audit services
for the Fund including the audit of financial statements included in our annual
report to shareholders.
The Bank of New York, 40 Wall Street, New York, New York 10268, serves as the
Fund's custodian.
4.
Portfolio Transactions
Purchases and sales of portfolio securities usually will be principal
transactions and normally such securities will be purchased directly from the
issuer or from an underwriter or purchased from or sold to a market maker for
the securities. Therefore, the Fund usually will pay no brokerage commissions on
such transaction. Purchases from underwriters of portfolio securities will
include a commission or concession paid by the issuer to the underwriter and
purchases from or sales to dealers serving as market makers will include a
dealer's markup or markdown. Principal transactions, including riskless
principal transactions, are not afforded the protection of the safe harbor in
Section 28 (e) of the Securities Exchange Act of 1934.
Our policy is to obtain best execution on all our portfolio transactions, which
means that we seek to have purchases and sales of portfolio securities executed
at the most favorable prices, considering all costs of the transaction including
dealer markups and markdowns and any brokerage commissions. This policy governs
the selection of brokers or dealers and the market in which the transaction is
executed. To the extent permitted by law, we may, if considered advantageous,
make a purchase from or sale to another Lord Abbett-sponsored fund without the
intervention of any broker-dealer.
Broker-dealers are selected on the basis of their professional capability and
the value and quality of their brokerage and research services. Normally, the
selection is made by traders who are officers of the Fund and also are employees
of Lord Abbett. These traders do the trading as well for other accounts --
investment companies (of which they are also officers) and other investment
clients -- managed by Lord Abbett. They are responsible for negotiation of
prices and any commissions.
We may pay a brokerage commission on the purchase or sale of a security that
could be purchased from or sold to a market maker if our net cost of the
purchase or the net proceeds to us of the sale are at least as favorable as we
could obtain on a direct purchase or sale. Brokers who receive such commissions
may also provide research services at least some of which are useful to Lord
Abbett in their overall responsibilities with respect to us and the other
accounts they manage. Research includes trading equipment and computer software
packages, acquired from third-party suppliers, that enable Lord Abbett to access
various information bases and may include the furnishing of analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. Such services may be used by
Lord Abbett in servicing all their accounts, and not all of such services will
necessarily be used by Lord Abbett in connection with their management of the
Fund; conversely, such services furnished in connection with brokerage on other
accounts managed by Lord Abbett may be used in connection with their management
of the Fund, and not all of such services will necessarily be used by Lord
Abbett in connection with their advisory services to such other accounts. We
have been advised by Lord Abbett that research services received from brokers
cannot be allocated to any particular account, are not a substitute for Lord
Abbett's services but are supplemental to their own research effort and, when
utilized, are subject to internal analysis before being incorporated by Lord
Abbett into their investment process. As a practical matter, it would not be
possible for Lord Abbett to generate all of the information presently provided
by brokers. While receipt of research services from brokerage firms has not
reduced
15
<PAGE>
Lord Abbett's normal research activities, the expenses of Lord Abbett could be
materially increased if it attempted to generate such additional information
through its own staff and purchased such equipment and software packages
directly from the suppliers.
No commitments are made regarding the allocation of brokerage business to or
among brokers, and trades are executed only when they are dictated by investment
decisions of the Fund to purchase or sell portfolio securities.
If two or more broker-dealers are considered capable of offering the equivalent
likelihood of best execution, the broker-dealer who has sold our shares and/or
shares of other Lord Abbett-sponsored funds may be preferred.
If other clients of Lord Abbett buy or sell the same security at the same time
as we do, transactions will, to the extent practicable, be allocated among all
participating accounts in proportion to the amount of each order and will be
executed daily until filled so that each account shares the average price and
commission cost of each day. Other clients who direct that their brokerage
business be placed with specific brokers or who invest through wrap accounts
introduced to Lord Abbett by certain brokers may not participate with us in the
buying and selling of the same securities as described above. If these clients
wish to buy or sell the same security as we do, they may have their transactions
executed at times different from our transactions and thus may not receive the
same price or incur the same commission cost as we do.
We will not seek "reciprocal" dealer business (for the purpose of applying
commissions in whole or in part for our benefit or otherwise) from dealers as
consideration for the direction to them of portfolio business.
During the fiscal years ending September 30, 1993, 1994 and 1995, we paid no
commissions to independent dealers.
5.
Purchases, Redemptions
and Shareholder Services
The Fund values its portfolio securities at market value as of the close of the
NYSE. Market value will be determined as follows: securities listed or admitted
to trading privileges on the New York or American Stock Exchange or on the
NASDAQ National Market System are valued at the last sales price, or, if there
is no sale on that day, at the mean between the last bid and asked prices, or,
in the case of bonds, in the over-the-counter market if, in the judgment of the
Fund's officers, that market more accurately reflects the market value of the
bonds. Over-the-counter securities not traded on the NASDAQ National Market
System are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not available are valued at fair market value
under procedures approved by the Board of Directors.
Information concerning how we value our shares for the purchase and redemption
of our shares is described in the Prospectus under "Purchases" and
"Redemptions", respectively.
As disclosed in the Prospectus, we calculate our net asset value and are
otherwise open for business on each day that the NYSE is open for trading. The
NYSE is closed on Saturdays and Sundays and the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
16
<PAGE>
The net asset value per share for the Class B and Class C shares will be
determined in the same manner as for the Class A shares (net assets divided by
shares outstanding). Our Class B and Class C shares will be sold at net asset
value.
The maximum offering prices of our Class A shares on September 30, 1995 were
computed as follows:
<TABLE>
<CAPTION>
National New York Texas Connecticut
Series Series Series Series
------ ------- ----- -----------
<S> <C> <C> <C> <C>
Net asset value per
share (net assets divided by shares
outstanding).....................................$11.00 $10.85 $10.05 $10.12
Maximum offering
price per share (net asset value
divided by .9525)................................$11.55 $11.39 $10.55 $10.62
</TABLE>
<TABLE>
<CAPTION>
Missouri Minnesota New Jersey Hawaii Washington
Series Series Series Series Series
-------- --------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
------- --------- ---------- ------- ----------
Net asset value per
share (net assets divided by shares
outstanding)....................................$5.08 $5.01 $5.14 $4.91 $4.91
Maximum offering
price per share (net asset value
divided by .9525)...............................$5.33 $5.26 $5.40 $5.15 $5.15
</TABLE>
The maximum offering price as of August 31, 1995 of shares of the Acquired Fund,
which are now being sold as Class A shares of the California Series, was
computed as follows:
Net asset value per
share (net assets divided
by shares outstanding).............................. $10.41
Maximum offering
price per share (net asset
value divided by .9525)............................. $10.92
The Fund has entered into a distribution agreement with Lord Abbett Distributor
LLC, a New York limited liability company ("Lord Abbett Distributor"), under
which Lord Abbett Distributor is obligated to use its best efforts to find
purchasers for the shares of the Fund, and to make reasonable efforts to sell
Fund shares so long as, in Lord Abbett Distributor's judgment, a substantial
distribution can be obtained by reasonable efforts.
For our last three fiscal years, Lord Abbett as our principal underwriter
received net commissions after allowance of a portion of the sales charge to
independent dealers with respect to Class A shares as follows:
17
<PAGE>
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1993
-------------- -------------- --------------
<S> <C> <C> <C>
Gross sales charge $4,116,912 $9,325,629 $15,646,506
Amount allowed
to dealers $3,599,701 $8,113,864 $13,527,446
Net Commissions received
by Lord Abbett $ 517,211 $1,211,765 $ 2,119,060
</TABLE>
CONVERSION OF CLASS B SHARES. The conversion of Class B shares of the National
Series on the eighth anniversary of their purchase is subject to the continuing
availability of a private letter ruling from the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of Class B shares does not
constitute a taxable event for the holder under Federal income tax law. If such
a revenue ruling or opinion is no longer available, the automatic conversion
feature may be suspended, in which event no further conversions of Class B
shares would occur while such suspension remained in effect. Although Class B
shares could then be exchanged for Class A shares on the basis of relative net
asset value of the two classes, without the imposition of a sales charge or fee,
such exchange could constitute a taxable event for the holder.
CLASS A, B AND C RULE 12B-1 PLANS. As described in the Prospectus, the Fund has
adopted a Distribution Plan and Agreement on behalf of each Series pursuant to
Rule 12b-1 of the Act for each class of such Series: the "A Plan" (all Series),
the "B Plan" (National Series only) and the "C Plan" (National, New York and
California Series only), respectively. In adopting each Plan and in approving
its continuance, the Board of Directors has concluded that there is a reasonable
likelihood that each Plan will benefit its respective Class and such Class'
shareholders. The expected benefits include greater sales and lower redemptions
of shares, which should allow each Class to maintain a consistent cash flow, and
a higher quality of service to shareholders by authorized institutions than
would otherwise be the case. During the last fiscal year, the Fund accrued or
paid through Lord Abbett to authorized institutions $2,437,438 under the A Plan.
Both the B Plan and the C Plan were adopted by the Fund subsequent to its last
fiscal year. Lord Abbett used all amounts received under the A Plan for payments
to dealers for (i) providing continuous services to the Class A shareholders,
such as answering shareholder inquiries, maintaining records, and assisting
shareholders in making redemptions, transfers, additional purchases and
exchanges and (ii) their assistance in distributing Class A shares of the Fund.
The fees payable under the A, B and C Plans are described in the Prospectus. For
the fiscal year ended September 30, 1995 fees paid to dealers under the A Plans
were as follows: National Series $1,534,899; New York Series $772,287; Texas
Series $245,211; New Jersey Series $486,294; Connecticut Series $271,196;
Missouri Series $303,291 and Hawaii Series $234,262. Each Plan requires the
Board of Directors to review, on a quarterly basis, written reports of all
amounts expended pursuant to the Plan and the purposes for which such
expenditures were made. Each Plan shall continue in effect only if its
continuance is specifically approved at least annually by vote of the Board of
Directors and of the directors who are not interested persons of the Fund and
who have no direct or indirect financial interest in the operation of the Plan
or in any agreements related to the Plan ("outside directors"), cast in person
at a meeting called for the purpose of voting on the Plan and agreements. No
Plan may be amended to increase materially the amount spent for distribution
expenses without approval by a majority of the outstanding voting securities of
the relevant class of the Series in question and the approval of a majority of
the directors, including a majority of the outside directors. Each Plan may be
terminated at any time by vote of a majority of the outside directors or by vote
of the holders of a majority of the outstanding voting securities of the
relevant class of the Series in question.
18
<PAGE>
CONTINGENT DEFERRED SALES CHARGES. A Contingent Deferred Sales Charge ("CDSC"),
applies upon early redemption of shares, regardless of class, and (i) will be
assessed on the lesser of the net asset value of the shares at the time of
redemption or the original purchase price and (ii) is not imposed on the amount
of your account value represented by the increase in net asset value over the
initial purchase price (including increases due to the reinvestment of dividends
and capital gains distributions).
CLASS A SHARES. As stated in the Prospectus, a CDSC is imposed with respect to
those Class A shares (or Class A shares of another Lord Abbett-sponsored fund or
series acquired through exchange of such shares) on which a Series has paid the
one-time 1% distribution fee if such shares are redeemed out of the Lord
Abbett-sponsored family of funds within a period of 24 months from the end of
the month in which the original sale occurred.
CLASS B SHARES (NATIONAL SERIES ONLY). As stated in the Prospectus, if Class B
shares of the National Series (or Class B shares of another Lord
Abbett-sponsored fund or series acquired through exchange of such shares) are
redeemed out of the Lord Abbett-sponsored family of funds for cash before the
sixth anniversary of their purchase, a CDSC will be deducted from the redemption
proceeds. The Class B CDSC is paid to Lord Abbett Distributor to reimburse its
expenses, in whole or in part, of providing distribution- related service to the
Series in connection with the sale of Class B shares.
To determine whether the CDSC applies to a redemption, the Series redeem shares
in the following order: (1) shares acquired by reinvestment of dividends and
capital gains distributions, (2) shares held on or after the sixth anniversary
of their purchase, and (3) shares held the longest before such sixth
anniversary.
The amount of the contingent deferred sales charge will depend on the number of
years since you invested and the dollar amount being redeemed, according to the
following schedule:
Contingent Deferred Sales Charge
Anniversary of on Redemptions (As % of Amount
Purchase Subject to Charge)
Before the 1st........................................................5.0%
On the 1st, before the 2nd............................................4.0%
On the 2nd, before the 3rd............................................3.0%
On the 3rd, before the 4th............................................3.0%
On the 4th, before the 5th............................................2.0%
On the 5th, before the 6th ...........................................1.0%
On or after the 6th anniversary........................................None
In the table, an "anniversary" is the 365th day subsequent to the acceptance of
a purchase order or a prior anniversary. All purchases are considered to have
been made on the business day on which the purchase order was accepted.
CLASS C SHARES (NATIONAL, NEW YORK AND CALIFORNIA SERIES ONLY). As stated in the
Prospectus, if Class C shares are redeemed for cash before the first anniversary
of their purchase, the redeeming shareholder will be required to pay to the
applicable Series on behalf of Class C shares a CDSC of 1% of the lower of cost
or the then net asset value of Class C shares redeemed. If such shares are
exchanged into the same class of another Lord Abbett-sponsored fund and
subsequently redeemed before the first anniversary of their original purchase,
the charge will be collected by the other fund on behalf of the Series' Class C
shares.
19
<PAGE>
GENERAL. Each percentage (1% in the case of Class A and C shares and 5% through
1% in the case of Class B shares) used to calculate CDSCs described above for
the Class A, Class B and Class C shares is sometimes hereinafter referred to as
the "Applicable Percentage".
With respect to Class A and Class B shares, no CDSC is payable on redemptions by
participants or beneficiaries from employer-sponsored retirement plans under the
Internal Revenue Code for benefit payments due to plan loans, hardship
withdrawals, death, retirement or separation from service and for returns of
excess contributions to retirement plan sponsors. In the case of Class A and
Class C shares, the CDSC is received by the applicable Series and is intended to
reimburse all or a portion of the amount paid by the Series if the shares are
redeemed before the Series has had an opportunity to realize the anticipated
benefits of having a long-term shareholder account in the Series. In the case of
Class B shares, the CDSC is received by Lord Abbett Distributor and is intended
to reimburse its expenses of providing distribution- related service to the
National Series (including recoupment of the commission payments made) in
connection with the sale of Class B shares before Lord Abbett Distributor has
had an opportunity to realize its anticipated reimbursement by having such a
long-term shareholder account subject to the B Plan distribution fee.
The other funds and series which participate in the Telephone Exchange Privilege
(except (a) Lord Abbett U.S. Government Securities Money Market Fund, Inc.
("GSMMF"), (b) certain series of the Fund and Lord Abbett Tax-Free Income Trust
for which a Rule 12b-1 Plan is not yet in effect, and (c) any authorized
institution's affiliated money market fund satisfying Lord Abbett Distributor as
to certain omnibus account and other criteria, hereinafter referred to as an
"authorized money market fund" or "AMMF" (collectively, the "Non-12b-1 Funds"))
have instituted a CDSC for each class on the same terms and conditions. No CDSC
will be charged on an exchange of shares of the same class between Lord Abbett
funds or between such funds and AMMF. Upon redemption of shares out of the Lord
Abbett family of funds or out of AMMF, the CDSC will be charged on behalf of and
paid: (i) to the fund in which the original purchase (subject to a CDSC)
occurred, in the case of the Class A and Class C shares and (ii) to Lord Abbett
Distributor if the original purchase was subject to a CDSC, in the case of the
Class B shares. Thus, if shares of a Lord Abbett fund are exchanged for shares
of the same class of another such fund and the shares of the same class tendered
("Exchanged Shares") are subject to a CDSC, the CDSC will carry over to the
shares of the same class being acquired, including GSMMF and AMMF ("Acquired
Shares"). Any CDSC that is carried over to Acquired Shares is calculated as if
the holder of the Acquired Shares had held those shares from the date on which
he or she became the holder of the Exchanged Shares. Although the Non-12b-1
Funds will not pay a distribution fee on their own shares, and will, therefore,
not impose their own CDSC, the Non-12b-1 Funds will collect the CDSC (a) on
behalf of other Lord Abbett funds, in the case of the Class A and Class C shares
and (b) on behalf of Lord Abbett Distributor, in the case of the Class B shares.
Acquired Shares held in GSMMF and AMMF which are subject to a CDSC will be
credited with the time such shares are held in GSMMF but will not be credited
with the time such shares are held in AMMF. Therefore, if your Acquired Shares
held in AMMF qualified for no CDSC or a lower Applicable Percentage at the time
of exchange into AMMF, that Applicable Percentage will apply to redemptions for
cash from AMMF, regardless of the time you have held Acquired Shares in AMMF.
In no event will the amount of the CDSC exceed the Applicable Percentage of the
lesser of: (i) the net asset value of the shares redeemed or (ii) the original
cost of such shares (or of the Exchanged Shares for which such shares were
acquired). No CDSC will be imposed when the investor redeems (i) amounts derived
from increases in the value of the account above the total cost of shares being
redeemed due to increases in net asset value, (ii) shares with respect to which
no Lord Abbett fund or series paid a 12b-1 fee and, in the case of Class B
shares, Lord Abbett Distributor paid no sales charge or service fee
20
<PAGE>
(including shares acquired through reinvestment of dividend income and capital
gains distributions) or (iii) shares which, together with Exchanged Shares, have
been held continuously for 24 months from the end of the month in which the
original sale occurred (in the case of Class A shares); for six years or more
(in the case of Class B shares) or for one year or more (in the case of Class C
shares). In determining whether a CDSC is payable, (a) shares not subject to the
CDSC will be redeemed before shares subject to the CDSC and (b) of the shares
subject to a CDSC, those held the longest will be the first to be redeemed.
EXCHANGES. The Prospectus briefly describes the Telephone Exchange Privilege.
You may exchange some or all of your shares for those of the same class of: (i)
Lord Abbett-sponsored funds currently offered to the public with a sales charge
(front-end, back-end or level), (ii) GSMMF or (iii) AMMF, to the extent offers
and sales may be made in your state. You should read the prospectus of the other
fund before exchanging. In establishing a new account by exchange, shares of the
Fund being exchanged must have a value equal to at least the minimum initial
investment required for the fund into which the exchange is made.
Shareholders in other Lord Abbett-sponsored funds and AMMF have the same right
to exchange their shares for the Fund's shares. Exchanges are based on relative
net asset values on the day instructions are received by the Fund in Kansas City
if the instructions are received prior to the close of the NYSE in proper form.
No sales charges are imposed except in the case of exchanges out of GSMMF or
AMMF (unless a sales charge (front-end, back-end or level) was paid on the
initial investment). Exercise of the exchange privilege will be treated as a
sale for federal income tax purposes, and, depending on the circumstances, a
gain or loss may be recognized. In the case of an exchange of shares that have
been held for 90 days or less where no sales charge is payable on the exchange,
the original sales charge incurred with respect to the exchanged shares will be
taken into account in determining gain or loss on the exchange only to the
extent such charge exceeds the sales charge that would have been payable on the
acquired shares had they been acquired for cash rather than by exchange. The
portion of the original sales charge not so taken into account will increase the
basis of the acquired shares.
Shareholders have the exchange privilege unless they refuse it in writing. You
should not view the exchange privilege as a means for taking advantage of
short-term swings in the market, and we reserve the right to terminate or limit
the privilege of any shareholder who makes frequent exchanges. We can revoke or
modify the privilege for all shareholders upon 60 days' prior notice. "Eligible
Funds" are AMMF and other Lord Abbett-sponsored funds which are eligible for the
exchange privilege, except Lord Abbett Series Fund ("LASF") which offers its
shares only in connection with certain variable annuity contracts, Lord Abbett
Equity Fund ("LAEF") which is not issuing shares, and series of Lord Abbett
Research Fund not offered to the general public ("LARF").
STATEMENT OF INTENTION. Under the terms of the Statement of Intention to invest
$100,000 or more over a 13-month period as described in the Prospectus, shares
of Lord Abbett-sponsored funds (other than shares of LAEF, LASF, LARF and GSMMF,
unless holdings in GSMMF are attributable to shares exchanged from a Lord
Abbett-sponsored fund offered with a front-end, back-end or level sales charge)
currently owned by you are credited as purchases (at their current offering
prices on the date the Statement is signed) toward achieving the stated
investment and reduced initial charges for Class A shares. Class A shares valued
at 5% of the amount of intended purchases are escrowed and may be redeemed to
cover the additional sales charge payable if the Statement is not completed. The
Statement of Intention is neither a binding obligation on you to buy, nor on the
Fund to sell, the full amount indicated.
21
<PAGE>
RIGHTS OF ACCUMULATION. As stated in the Prospectus, purchasers (as defined in
the Prospectus) may accumulate their investment in Lord Abbett-sponsored funds
(other than LAEF, LARF, LASF, and GSMMF, unless holdings in GSMMF are
attributable to shares exchanged from a Lord Abbett-sponsored fund offered with
a front-end, back-end or level sales charge) so that a current investment, plus
the purchaser's holdings valued at the current maximum offering price, reach a
level eligible for a discounted sales charge for Class A shares.
NET ASSET VALUE PURCHASES OF CLASS A SHARES. As stated in the Prospectus, our
Class A shares may be purchased at net asset value by our directors, employees
of Lord Abbett, employees of our shareholder servicing agent and employees of
any securities dealer having a sales agreement with Lord Abbett who consents to
such purchases or by the trustee or custodian under any pension or
profit-sharing plan or Payroll Deduction IRA established for the benefit of such
persons or for the benefit of employees of any national securities trade
organization to which Lord Abbett belongs or any company with an account(s) in
excess of $10 million managed by Lord Abbett on a private-advisory-account
basis. For purposes of this paragraph, the terms "directors" and "employees"
include a director's or employee's spouse (including the surviving spouse of a
deceased director or employee). The terms " directors" and "employees of Lord
Abbett" also include other family members and retired directors and employees.
Our Class A shares also may be purchased at net asset value (a) at $1 million or
more, (b) with dividends and distributions from Class A shares and other Lord
Abbett-sponsored funds, except for LARF, LAEF and LASF, (c) under the loan
feature of the Lord Abbett-sponsored prototype 403(b) plan for share purchases
representing the repayment of principal and interest, (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement with Lord Abbett Distributor in accordance
with certain standards approved by Lord Abbett Distributor, providing
specifically for the use of our shares in particular investment products made
available for a fee to clients of such brokers, dealers, registered investment
advisers and other financial institutions, and (e) by employees, partners and
owners of unaffiliated consultants and advisors to Lord Abbett, Lord Abbett
Distributor or Lord Abbett-sponsored funds who consent to such purchase if such
persons provide service to Lord Abbett, Lord Abbett Distributor or such funds on
a continuing basis and are familiar with such funds. Shares are offered at net
asset value to these investors for the purpose of promoting goodwill with
employees and others with whom Lord Abbett Distributor and/or the Fund has
business relationships.
Our Class A shares also may be purchased at net asset value, subject to
appropriate documentation, through a securities dealer where the amount invested
represents redemption proceeds from shares ("Redeemed Shares") of a registered
open-end management investment company not distributed or managed by Lord Abbett
(other than a money market fund), if such redemption has occurred no more than
60 days prior to the purchase of our shares, the Redeemed Shares were held for
at least six months prior to redemption and the proceeds of redemption were
maintained in cash or a money market fund prior to purchase. Purchasers should
consider the impact, if any, of contingent deferred sales charges in determining
whether to redeem shares for subsequent investment in our Class A shares. Lord
Abbett may suspend, change or terminate this purchase option at any time.
Our shares may be issued at net asset value in exchange for the assets, subject
to possible tax adjustment, of a personal holding company or an investment
company. There are economies of selling efforts and sales-related expenses with
respect to offers to these investors and those referred to above.
REDEMPTIONS. A redemption order is in proper form when it contains all of the
information and documentation required by the order form or supplementally by
Lord Abbett Distributor or the Fund to
22
<PAGE>
carry out the order. The signature(s) and any legal capacity of the signer(s)
must be guaranteed by an eligible guarantor. See the Prospectus for expedited
redemption procedures.
The right to redeem and receive payment, as described in the Prospectus, may be
suspended if the NYSE is closed (except for weekends or customary holidays),
trading on the NYSE is restricted or the Securities and Exchange Commission
deems an emergency to exist.
Our Board of Directors may authorize redemption of all of the shares in any
account in which there are fewer than 25 shares. Before authorizing such
redemption, the Board must determine that it is in our economic best interest or
necessary to reduce disproportionately burdensome expenses in servicing
shareholder accounts. At least 30 days' prior written notice will be given
before any such redemption, during which time shareholders may avoid redemption
by bringing their accounts up to the minimum set by the Board.
DIV-MOVE. Under the Div-Move service described in the Prospectus, you can invest
the dividends paid on your account into an existing account in any other
Eligible Fund. The account must be either your account, a joint account for you
and your spouse, a single account for your spouse, or a custodial account for
your minor child under the age of 21. You should read the prospectus of the
other fund before investing.
INVEST-A-MATIC. The Invest-A-Matic method of investing in the Fund and/or any
other Eligible Fund is described in the Prospectus. To avail yourself of this
method you must complete the application form, selecting the time and amount of
your bank checking account withdrawals and the funds for investment, include a
voided, unsigned check and complete the bank authorization.
SYSTEMATIC WITHDRAWAL PLANS. The Systematic Withdrawal Plan (the "SWP") also is
described in the Prospectus. You may establish a SWP if you own or purchase
uncertificated shares having a current offering price value of at least $10,000.
Lord Abbett prototype retirement plans have no such minimum. With respect to a
SWP for Class B shares, the CDSC will be waived on redemptions of up to 12% per
year of either the current net asset value of your account or your original
purchase price, whichever is higher. With respect to Class C shares, the CDSC
will be waived on and after the first anniversary of their purchase. The SWP
involves the planned redemption of shares on a periodic basis by receiving
either fixed or variable amounts at periodic intervals. Since the value of
shares redeemed may be more or less than their cost, gain or loss may be
recognized for income tax purposes on each periodic payment. Normally, you may
not make regular investments at the same time you are receiving systematic
withdrawal payments because it is not in your interest to pay a sales charge on
new investments when in effect a portion of that new investment is soon
withdrawn. The minimum investment accepted while a withdrawal plan is in effect
is $1,000. The SWP may be terminated by you or by us at any time by written
notice.
RETIREMENT PLANS. The Prospectus indicates the types of retirement plans for
which Lord Abbett provides forms and explanations. Lord Abbett makes available
the retirement plan forms and custodial agreements for IRAs (Individual
Retirement Accounts including Simplified Employee Pensions), 403(b) plans and
qualified pension and profit-sharing plans, including 401(k) plans. The forms
name Investors Fiduciary Trust Company as custodian and contain specific
information about the plans. Explanations of the eligibility requirements,
annual custodial fees and allowable tax advantages and penalties are set forth
in the relevant plan documents. Adoption of any of these plans should be on the
advice of your legal counsel or qualified tax adviser.
23
<PAGE>
6.
Taxes
Each Series will be treated as a separate entity for federal income tax
purposes. As a result, the status of each Series as a regulated investment
company is determined separately by the Internal Revenue Service.
Interest on indebtedness incurred by a shareholder to purchase or carry shares
of the Fund may not be deductible, in whole or in part, for federal, or for
state or personal income tax purposes. Pursuant to published guidelines, the
Internal Revenue Service may deem indebtedness to have been incurred for the
purpose of acquiring or carrying shares of the Fund even though the borrowed
funds may not be directly traceable to the purchase of shares.
Our shares may not be an appropriate investment for "substantial users" of
facilities financed by industrial development bonds or persons related to such
"substantial users." Such persons should consult their tax advisers before
investing in shares of the Fund.
Certain financial institutions, like other taxpayers, may be denied a federal
income tax deduction for the amount of interest expense allocable to an
investment in the Fund and the deduction for loss reserves available to property
and casualty insurance companies may be reduced by a specified percentage as a
result of their investment in the Fund.
The value of any shares redeemed by the Fund or repurchased or otherwise sold
may be more or less than your tax basis at the time the redemption, repurchase
or sale is made. Any gain or loss generally will be taxable for federal income
tax purposes. Any loss realized on the sale, redemption or repurchase of Fund
shares held for six months or less will be treated for tax purposes as a
long-term capital loss to the extent of any capital gains distribution received
with respect to such shares. Moreover, shareholders will not be allowed to
recognize for tax purposes any capital loss realized on the redemption or
repurchase of Fund shares which they have held for six months or less to the
extent of any tax-exempt distributions received on the shares. Losses on the
sale of stock or securities are not deductible if, within a period beginning 30
days before the date of the sale and ending 30 days after the date of the sale,
the taxpayer acquires stock or securities that are substantially identical.
Each Series will be subject to a 4% nondeductible excise tax on certain amounts
not distributed (and not treated as having been distributed) on a timely basis
in accordance with a calendar year distribution requirement. The Fund intends to
distribute to shareholders each year an amount adequate to avoid the imposition
of such excise taxes.
Limitations imposed by the Internal Revenue Code of 1986, as amended, on
regulated investment companies may restrict the Fund's ability to engage in the
options and financial futures transactions discussed above or in other
investment techniques and practices. Moreover, in order to continue to qualify
as a regulated investment company for federal income tax purposes, each Series
may be required in some circumstances to defer closing out options or futures
contracts that might otherwise be desirable to close out. State law may restrict
a Series' ability to engage in the options and financial futures transactions
discussed above. A current interpretation of New Jersey law issued by the New
Jersey Department of the Treasury would preclude the New Jersey Series from
engaging in some or all of the options and financial futures transactions
discussed above. Each Series may engage in such transactions to the extent they
currently are or become permissible under applicable state law.
24
<PAGE>
Except as discussed in the Prospectus, the receipt of dividends from the Series
may be subject to tax under laws of state or local tax authorities. You should
consult your tax adviser on state and local tax matters.
7.
Risk Factors Regarding Investments
in Connecticut, Hawaii, Minnesota, Missouri, New Jersey, New York,
Texas, Washington and Puerto Rico Municipal Bonds
The following information is a summary of special factors affecting the states
and territory indicated. It does not purport to be complete or current and is
based upon information and judgments derived from public documents relating to
such states and territory and other sources. The Fund has not verified any of
this data.
California Bonds
- ----------------
Since the California Trust invests primarily in California municipal bonds, it
is affected by any political, economic or regulatory developments affecting the
ability of California issuers to pay interest or repay principal. Certain
provisions of the California Constitution and State statutes which limit the
taxing and spending authority of California governmental entities may impair the
ability of California issuers to maintain debt service on their obligations.
Based on certain recent official statements describing California municipal
bonds and other official statements of the State of California, the following is
a very brief summary of some of the above-mentioned developments.
General - Starting in mid-1990, the State entered a sustained economic
recession, somewhat later than the rest of the nation. It was the most severe
recession in the State since the 1930's, with job losses estimated at over
800,000 particularly in the manufacturing (predominately aerospace), services
and construction sectors. The greatest effects were felt in Southern California.
A significant portion of these losses were linked to post-Cold War cuts in the
federal defense budget and military base closures. The trough of the recession
is estimated to have occurred in late 1993, again later than for the nation as a
whole. Although a steady recovery has been underway since 1994, pre-recession
employment levels are not expected to be reached until later in the decade.
The recession seriously affected State General Fund revenues, and increased
expenditures for health and welfare programs. The State in recent years has
faced a structural imbalance in its budget with the largest programs supported
by the General Fund -- K-14 education, health, welfare and corrections --
growing at rates higher than the growth rates for the principal revenue sources
of the General Fund. As a result, the State experienced recurring budget
deficits, with expenditures exceeding revenues for four of the five fiscal years
ending with 1991-92. By June 30, 1994, the State's General Fund had an
accumulated deficit, on a budget basis, of approximately $2 billion. By June 30,
1995, however, with economic recovery well underway in the State, the budget
deficit had decreased to an estimated $630 million.
The accumulated budget deficits over the past several years, together with
expenditures for school funding which have not been reflected in the budget, and
reduction of available internal borrowable funds, combined to significantly
deplete the State's cash resources to pay its ongoing expenses. In order to meet
its cash needs, the State has had to rely for several years on a series of
external borrowings, including borrowings past the end of a fiscal year. The
Department of Finance projected cash flow borrowings in the 1995-96 fiscal year
would be the smallest in many years, comprising about $2 billion of notes to be
issued, in April 1996, and maturing by June 30, 1996. With full payment of $4
billion of revenue anticipation warrants
25
<PAGE>
on April 25, 1996, the Department saw no further need for borrowing over the end
of the fiscal year. The available internal borrowable cash resources of the
General Fund at June 30, 1996 were projected at almost $2 billion.
The Legislature has placed a $2 billion general obligation bond measure for
seismic safety projects on the March 1996 statewide ballot.
On December 6, 1994, Orange County, California (the "County"), together with its
pooled investment funds (the "Pools"), filed for protection under Chapter 9 of
the federal Bankruptcy Code, after reports that the Pools had suffered
significant market losses in their investments, causing a liquidity crisis for
the Pools and the County. More than 180 other public entities, most of which,
but not all, are located in the County, were also depositors in the Pools. The
County has reported the Pools' loss at about $1.69 billion, or about 23 percent
of their initial deposits of approximately $7.5 billion. Many of the entities
which deposited moneys in the Pools, including the County, faced interim and/or
extended cash flow difficulties because of the bankruptcy filing and may be
required to reduce programs or capital projects.
The State has no existing obligation with respect to any outstanding obligations
or securities of the County or any of the other participating entities.
On July 15, 1994, all three of the rating agencies rating the State's long-term
debt lowered their ratings of the State's general obligation bonds. Moody's
lowered its rating from "Aa" to A1", S&P lowered its rating from "A+" to "A" and
termed its outlook as "stable," and Fitch lowered its rating from "AA" to "A."
The 1995-96 Budget Act is projected to have $44.1 billion of General Fund
revenues and transfers and $43.4 billion of budgeted expenditures. In addition,
the 1995-96 Budget Act anticipates the retirement of the accumulated budget
deficit by June 30, 1996, and the budget reserve, the "Special Fund for Economic
Uncertainties," was projected to have a positive balance of $28 million at that
date, after repaying the last of the carryover budget deficit.
On January 17, 1994, an earthquake of the magnitude of an estimated 6.8 on the
Richter Scale struck Los Angeles causing significant damage to public and
private structures and facilities. Although some individuals and businesses
suffered losses totaling in the billions of dollars, the overall effect of the
earthquake on the regional and State economy is not expected to be serious.
Article XIII B of the California Constitution. In 1979, California voters
adopted Article XIII B to the California Constitution, imposing an
appropriations limit (the "Appropriations Limit") on the spending authority of
the State. Article XIII B was modified substantially by Propositions 98 and 111
in 1988 and 1990, respectively. (See "Proposition 98" below.)
Article XIII B prohibits the State from spending "appropriations subject to
limitation" in excess of the Appropriations Limit. "Appropriations subject to
limitation," with respect to the State, are authorizations to spend "proceeds of
taxes," which consist of tax revenues, and certain other funds, including
proceeds from regulatory licenses, user charges or other fees, to the extent
that such proceeds exceed "the cost reasonably borne by that entity in providing
the regulation, product or service," but "proceeds of taxes" exclude most State
subventions to local governments, tax refunds and some benefit payments such as
unemployment insurance. No limit is imposed on appropriations of funds which are
not "proceeds of taxes," such as reasonable user charges or fees and certain
other non-tax funds.
26
<PAGE>
Not included in the Appropriations Limit are appropriations for the debt service
costs of bonds existing or authorized by January 1, 1979 or subsequently
authorized by the voters, appropriations required to comply with mandates of
courts or the federal government and, pursuant to Proposition 111,
appropriations for qualified capital outlay projects and appropriations of
revenues derived from any increase in gasoline taxes and motor vehicle weight
fees above January 1, 1990 levels. In addition, a number of recent initiatives
were structured to create new tax revenues dedicated to certain specific uses,
with such new taxes expressly exempted from the Article XIII B limits (e.g.,
increased cigarette and tobacco taxes enacted by Proposition 98 in 1988). The
Appropriations Limit also may be exceeded in cases of emergency. However, unless
the emergency arises from civil disturbance or natural disaster declared by the
Governor, and the appropriations are approved by two-thirds of the Legislature,
the Appropriations Limit for the succeeding three years must be reduced by the
amount of the excess.
Proposition 98. On November 8, 1988, voters of the State approved Proposition
98, a combined initiative constitutional amendment and statute called the
"Classroom Instructional Improvement and Accountability Act." Proposition 98
changed State funding of public education below the university level and the
operation of the State Appropriations Limit, primarily by guaranteeing K-14
schools a minimum share of General Fund revenues.
Proposition 98 permits the Legislature, by two-thirds vote of both Houses with
the Governor's concurrence, to suspend the K-14 schools' minimum funding formula
for a one-year period. Proposition 98 also contains provisions transferring
certain State tax revenues in excess of the Article XIII B limit to K-14
schools.
The effect of these various constitutional and statutory amendments upon the
ability of California issuers to pay interest and principal on their obligations
remains unclear and in any event may depend upon whether a particular California
Municipal Bond is a general or limited obligation bond (limited obligation bonds
generally being less affected by such changes) and on the type of security, if
any, provided for the bond. It is possible that other measures affecting the
taxing or spending authority of the State of California or its political
subdivisions may be approved or enacted in the future.
Connecticut Bonds
- -----------------
Connecticut is a mature and highly developed State located in proximity to
significant centers of consumer and industrial activity. During the 1980s and
until 1993, unemployment rates generally have stayed at or below the national
figures. Personal income has exceeded regional and national levels. However,
while the State has a high level of personal income, large gaps exist between
the low figure for its largest cities and the remainder of the State.
Connecticut's economy is diverse, with manufacturing, services and trade
accounting for approximately 70% of total nonagricultural employment.
Manufacturing employment has been on a downward trend since the mid-1980's while
non-manufacturing employment has risen significantly. Rapid relative growth in
the non-manufacturing sector as compared to the manufacturing sector is a trend
that is in evidence nationwide and reflects the increased importance of the
service industry. From 1985 to 1994, manufacturing employment in the State
declined 30.1%. Non-manufacturing employment rose slightly over the same period,
particularly in the services, trade and finance sectors, continuing a growth
trend begun in the early 1970's. The State's manufacturing sector is
diversified, with transportation equipment (primarily aircraft engines,
helicopters and submarines) the dominant industry, followed by non-electrical
machinery, fabricated metal products and electrical equipment.
27
<PAGE>
Because of the important role of defense-related businesses in the State,
changes in military appropriations enacted by the United States Congress will
disproportionately affect the State's economy.
Connecticut has no constitutional or other organic limit on its power to issue
obligations or incur indebtedness other than that it may only borrow for public
purposes. In 1991, legislation was enacted providing that no indebtedness
payable from General Fund tax receipts of the State shall be authorized by the
General Assembly, except as shall not cause the aggregate amount of (1) the
total amount of indebtedness payable from General Fund tax receipts authorized
by the General Assembly but which have not been issued and (2) the total amount
of such indebtedness which has been issued and remains outstanding (with certain
exceptions), to exceed 1.6 times the total estimated General Fund tax receipts
of the State for the fiscal year in which any such authorization will become
effective, as estimated for such fiscal year by the joint standing committee of
the General Assembly having cognizance of finance, revenue and bonding.
During the period from 1991 through 1995, the State's gross direct debt and net
direct debt increased by 40%. In addition, the State has a significant amount of
authorized but unissued direct general obligation indebtedness and has limited
or contingent liability on substantial additional amounts. Operating deficits
aggregating approximately $1,068 million were incurred in the fiscal years ended
June 30, 1990 and 1991, which were financed primarily by Economic Recovery
Notes. Operating surpluses aggregating approximately $323 million were incurred
in the fiscal years ended June 30, 1992 through 1995. These surpluses have been
used for debt services, including retirement of Economic Recovery Notes.
On November 3, 1992, Connecticut voters approved a constitutional amendment
which requires a balanced budget for each year and imposes a cap on the growth
of expenditures. The General Assembly is required by the constitutional
amendment to adopt by three-fifths vote certain spending cap definitions, which
has not yet occurred. Accordingly, the 1995-96 budget complies with the current
statutory spending cap definitions enacted in 1991. The statutory spending cap
limits the growth of expenditures to either (1) the average of the annual
increase in personal income in the State for each of the preceding five years or
(2) the increase in the consumer price index for urban consumers during the
preceding twelve-month period, whichever is greater. Expenditures for the
payment of bonds, notes and other evidences of indebtedness are excluded from
the constitutional and statutory definitions of general budget expenditures.
Several tax reduction measures were adopted during the 1995 legislative session;
the 1995-96 budget also reflects significant reductions in expenditures from
current service levels.
Hawaii Bonds
- ------------
The Constitution of the State of Hawaii empowers the issuance of four types of
bonds. They are:
1. General obligation bonds (all bonds for the payment of the principal
and interest for which the full faith and credit of the State or a political
subdivision are pledged and, unless otherwise indicated, including reimbursable
general obligation bonds);
2. Bonds issued under special improvements statutes;
3. Revenue bonds (all bonds payable from revenues, or user taxes, or
any combination of both, of a public undertaking, improvement, system or loan
program); and
28
<PAGE>
4. Special purpose revenue bonds (all bonds payable from rental or
other payments made or any issuer by a person pursuant to contract). Such bonds
shall only be authorized or issued to finance manufacturing, processing or
industrial enterprise facilities, utilities serving the general public, health
care facilities provided to the general public by not-for-profit corporations or
low and moderate income governmental housing programs.
All bonds other than special purpose revenue bonds may be authorized by a
majority vote of the members of each House of the Hawaii Legislature. Special
purpose revenue bonds may be authorized by two-thirds vote of the members of
each House of the Hawaii Legislature.
The Hawaii Constitution contains a limitation on issuance of State general
obligation bonds which is the amount of bonds outstanding that would cause the
debt service (principal and interest) payable on such bonds (either the higher
of the current or projected debt service), to exceed 18 1/2% of the average of
the general fund revenues of Hawaii in the three fiscal years immediately
preceding such issuance (general fund revenue excludes grants from the federal
government and receipts in reimbursement of any indebtedness excluded in
computing the total State debt). This limitation on the power of the State to
incur indebtedness applies only to the issuance of general obligation bonds, is
computed at the time of issuance and includes only issued, outstanding and
proposed to be issued general obligation bonds.
General Information. Through 1994, total personal income in Hawaii has continued
- -------------------
to grow, as has per capita personal income although the rate of growth for both
has slowed in recent years. Unemployment increased in 1994 to 6.2%,
approximately the national average. In general, the State's economy has remained
stable with increases in retail sales but decreases in construction and tourism.
Recent years have seen an increase in diversified agricultural sales,
particularly in growing and exporting papayas, macadamia nuts, and nursery
products. Hurricane Iniki passed directly over the island of Kauai on November
11, 1992, causing damage estimated at over $1.7 billion. On July 1, 1995, the
Hawaii legislature authorized the issuance of $600 million in general obligation
bonds for the Hawaiian Hurricane Relief Fund.
Minnesota Bonds
- -------------
Diversity and a significant natural resource base are two important
characteristics of Minnesota's economy. When viewed in 1994 at a highly
aggregative level of detail, the structure of the State's economy parallels the
structure of the United States economy as a whole. State employment in 10 major
sectors was distributed in approximately the same proportions as national
employment. Some unique characteristics in the State's economy were apparent in
employment concentrations in industries that comprise the durable goods
manufacturing categories. In the durable goods industries, the State's
employment in 1994 was highly concentrated in the industrial machinery,
instrument and miscellaneous categories. Of particular importance is the
industrial machinery category in which 32.6% of the State's durable goods
employment was concentrated in 1994, as compared to 19.0% for the United States
as a whole. The emphasis is partly explained by the location in the state of
Unisys, IBM, Cray Research, and other computer equipment manufacturers which are
included in the industrial machinery classification.
The importance of the State's rich resource base for overall employment is
apparent in the employment mix in the non-durable goods industries. In 1994,
29.0% of the State's non-durable goods employment was concentrated in food and
kindred industries, and 18.6% in paper and allied industries. This compares to
21.4% and 8.8%, respectively, for comparable sectors in the national economy.
Both of these rely heavily on renewable resources in the State. Over half of the
State's acreage is devoted to agricultural purposes, and nearly one-third to
forestry. Printing and publishing is also relatively more important in the State
than in the U.S.
29
<PAGE>
The State's per capita income, which is computed by dividing personal income by
total resident population, has generally remained above the national average in
spite of early 1980's recessions and some difficult years in agriculture. In
1994, Minnesota per capita personal income was 103.0% of its U.S. counterpart.
During 1993 and 1994, the State's monthly unemployment rate was generally less
than the national unemployment rate, averaging 4.0% in 1994, as compared to the
national average of 6.1%.
The Minnesota Constitution authorizes public debt to be incurred (i) for the
acquisition and betterment of public land, buildings, and other improvements of
a capital nature or appropriation or loans to State agencies or political
subdivisions for such purposes and (ii) to finance the development of
agricultural resources of the State by extending credit on real estate security.
All such debt must be evidenced by the issuance of State bonds maturing within
20 years of their date of issue, for which the full faith and credit and taxing
powers of the State are irrevocably pledged. The Constitution places no
limitation on the amount which may be authorized for these purposes. As of
August 1, 1995, the outstanding principal amount of general obligation bonds of
the State was $1.789 billion.
The University of Minnesota, established as a separate entity by the Minnesota
Constitution, and various State agencies or instrumentalities established by the
Legislature, are authorized by law to issue various forms of obligations. These
obligations may be supported by the full faith and credit of the University and
the other issuers, or by various revenue pledges, or both. However, such
obligations are not debts of the State and the State is not required to provide
monies for their repayment. As of August 1, 1995, such issuers (and principal
amount of obligations outstanding) include: Minnesota Housing Finance Agency
($1.915 billion), University of Minnesota ($309 million), Minnesota Higher
Education Coordinating Board ($92 million), Minnesota State Colleges and
University Board ($65 million), Minnesota Higher Education Facilities Authority
($212 million), and Minnesota Public Facilities Authority ($312 million).
Missouri Bonds
- --------------
Limitations on the State debt and bond issues are contained in Article III,
Section 37 of the Constitution of Missouri. Pursuant to this section, the
General Assembly may issue general obligation bonds solely for the purpose of
(1) refunding outstanding bonds or (2) upon the recommendation of the Governor,
for a temporary liability by reason of unforeseen emergency or of deficiency in
revenue in an amount not to exceed $1,000,000 for any one year and to be paid in
not more than five years or as otherwise specifically provided. When the
liability exceed $1,000,000, the General Assembly, or the people by initiative,
may submit the proposition to incur indebtedness to the voters of the State, and
the bonds may be issued if approved by a majority of those voting.
Article X, Sections 16-24 of the Constitution of Missouri (the "Tax Limitation
Amendment"), imposes limitations on the amount of State taxes which may be
collected by the State of Missouri in any fiscal year. The limit is tied to
total State revenues for fiscal year 1980-81, as defined in the Tax Limitation
Amendment, adjusted annually, in accordance with the formula set forth in the
Amendment, which adjusts the limit based on increases in the average personal
income of Missouri for certain designated periods. The details of the Amendment
are complex and clarification from subsequent legislation and further judicial
decisions may be necessary. If total State revenues exceed the State revenue
limit by more than one percent, the State is required to refund the excess. The
revenue limit can only be exceeded if the General Assembly approves by a
two-thirds vote of each House an emergency declaration by the Governor.
To the extent that the payment of general obligation bonds issued by the State
of Missouri or a unit of local government in the Series' portfolio is dependent
on revenues from the levy of taxes and such obligations have been issued
subsequent to the date of the Tax Limitation Amendment's adoption, November 4,
1980,
30
<PAGE>
the ability of the State of Missouri or the appropriate local unit to levy
sufficient taxes to pay the debt service on such bonds may be affected.
Debt obligations of certain State and local agencies and authorities are not, by
the terms of their respective authorizing statutes, obligations of the State or
any political subdivision, public instrumentality or authority, county,
municipality or other state or local unit of government. The debt obligations of
such issuers are payable only from the revenues generated by the project or
program financed from the proceeds of the debt obligations they issue.
Missouri has a diverse economy with a distribution of earnings and employment
among manufacturing, trade, service and other sectors closely approximating the
average national distribution. Since 1980, Missouri unemployment levels
generally have approximated, and at times have been higher than, the national
average.
The Missouri portions of the St. Louis and Kansas City metropolitan areas
together contain a significant portion of Missouri's population. Economic
reversals in either of these two areas would have a major impact on the overall
economic condition of the State of Missouri. Additionally, the State of Missouri
has a significant agricultural sector which may experience problems comparable
to those which are occurring in other states. To the extent that any such
problems intensify, there could possibly be an adverse impact on the overall
economic condition of the State.
Defense-related business plays an important role in Missouri's economy. In
addition to the large number of civilians employed at the various military
installations and training bases in the State, aircraft and related businesses
in Missouri are the recipients of substantial annual dollar volumes of defense
contract awards. Since 1980, Missouri's rank among the top states in total
military contract awards has been significantly higher than its population
ranking. Recent changes in the levels of military appropriations may
significantly affect McDonnell Douglas Corporation, the State's largest
employer. To the extent that changes in military appropriations are enacted by
the United States Congress, Missouri could be disproportionately affected.
New Jersey Bonds
- ----------------
New Jersey's economic base is diversified, consisting of a variety of
manufacturing, construction and service industries, supplemented by selective
commercial agriculture. After a period of strong growth in the mid-1980s, New
Jersey as well as the rest of the Northeast slipped into a slow-down well before
the onset of the national recession which officially began in July 1990. The
onset of recession caused an acceleration of New Jersey's job losses in
construction and manufacturing, as well as an employment downturn in such
previously growing sectors as wholesale trade, retail trade, finance, utilities,
trucking and warehousing. The net effect was a decline in the State's total
nonfarm wage and salary employment from a peak of 3,689,800 in March 1989 to a
low of 3,445,000 in March 1992. This loss has been followed by an employment
gain of 118,700 from March 1992 to September 1994.
Evidence of the State's improving economy can be found in increased homebuilding
and other areas of construction activity, rising consumer spending for new cars
and light trucks, substantial new job creation and a decline in the unemployment
rate. Looking further ahead, prospects for New Jersey are favorable, although a
return to the pace of the 1980's is highly unlikely.
The New Jersey Constitution provides, in part, that no money shall be drawn from
the State treasury except for appropriations made by law and that no law
appropriating money for any State purpose shall be enacted if the appropriations
contained therein, together with all prior appropriations made for the same
fiscal
31
<PAGE>
period, shall exceed the total amount of the revenue on hand and anticipated to
be available to meet such appropriations during such fiscal period, as certified
by the Governor.
New Jersey's Local Budget Law imposes specific budgetary procedures upon
counties and municipalities ("local units"). Every local unit must adopt an
operating budget which is balanced on a cash basis, and items of revenue and
appropriation must be examined by the Director of the Division of Local
Government Services in the State Department of Community Affairs (the
"Director").
The Local Government Cap Law (the "Cap Law") generally limits the year-to-year
increase of the total appropriations of any municipality and the tax levy of any
county to either five percent or an index rate determined annually by the
Director, whichever is less. However, where the index percentage rate exceeds
five percent, the Cap Law permits the governing body of any municipality or
county to approve the use of a higher percentage rate up to the index rate.
Further, where the index percentage rate is less than five percent, the Cap Law
also permits the governing body of any municipality or county to approve the use
of a higher percentage rate up to five percent. Regardless of the rate utilized,
certain exceptions exist to the Cap Law's limitation on increases in
appropriations. The principal exceptions to this limitation are municipal and
county appropriations to pay debt service requirements; to comply with certain
other State or federal mandates; amounts approved by referendum; and, in the
case of municipalities only, to fund the preceding year's cash deficit or to
reserve for shortfalls in tax collections.
State law also regulates the issuance of debt by local units. The Local Budget
Law limits the amount of tax anticipation notes that may be issued by local
units and requires the repayment of such notes within 120 days of the end of the
fiscal year (six months in the case of the counties) in which issued. With
certain exceptions, no local unit is permitted to issue bonds for the payment of
current expenses. Local units may not issue bonds to pay outstanding bonds,
except for refunding purposes, and then only with the approval of the Local
Finance Board. Local units may issue bond anticipation notes for temporary
periods not exceeding in the aggregate approximately ten years from the date of
first issue. The debt that any local unit may authorize is limited to a
percentage of its equalized valuation basis, which is the average of the
equalized value of all taxable real property and improvements within the
geographic boundaries of the local unit, as annually determined by the Director
of the Division of Taxation, for each of the three most recent years.
New York Bonds
- --------------
Circumstances adversely affecting the State's credit rating may directly or
indirectly affect the market value of bonds issued by the State's political
subdivisions and its Authorities to the extent that those entities depend, or
are perceived to depend, upon State financial assistance. Conversely, the fiscal
stability of the State is related to the fiscal stability of New York City and
of the Authorities. The State's experience has been that if New York City or any
of the Authorities suffers serious financial difficulty, the ability of the
State, New York City, the State's political subdivisions and the Authorities to
obtain financing in the public credit markets is adversely affected. This
results, in part, from the expectation that to the extent that any Authority or
local government experiences financial difficulty, it will seek and receive
State financial assistance. Moreover, New York City accounts for a substantial
portion of the State's population and tax receipts, so New York City's financial
integrity affects the State directly. Accordingly, if there should be a default
by New York City or any of the Authorities, the market value and marketability
of all New York State tax-exempt bonds could be adversely affected. This would
have an adverse effect on the net asset value and liquidity of the Series, even
though securities of the defaulting entity may not be held by the Series.
32
<PAGE>
New York State. New York State has experienced a slowdown in the regional and
- --------------
State economy in recent years and a severe economic downturn during the national
recession that commenced in mid-1990. The State economy remained in recession
until 1993, when employment growth resumed. Employment growth has been hindered
in recent years by cutbacks in the computer and instrument manufacturing,
utility and defense industries. The State completed its 1994-95 fiscal year with
a balance of $157 million in the Tax Stabilization Reserve Fund, and $1 million
in the Contingency Reserve Fund.
New York State's financial operations have improved during recent fiscal years.
During the period 1989-90 through 1991-92, the State incurred General Fund
operating deficits that were closed with receipts from the issuance of tax and
revenue anticipation notes. First, the national recession, and then the
lingering economic slowdown in the New York and regional economy, resulted in
repeated shortfalls in receipts and three budget deficits. For its 1992-93,
1993-94 and 1994-95 fiscal years, the State recorded balanced budgets on a cash
basis, with substantial fund balances in 1992-93 and 1993-94, and a smaller fund
balance in 1994-95.
In his Executive Budget, the Governor indicated that in the 1995-96 fiscal year,
the State Financial Plan would be out of balance by almost $4.7 million, as a
result of the projected structural deficit resulting from the ongoing disparity
between sluggish growth in receipts, the effect of prior-year tax changes, and
the rapid acceleration of spending growth; the impact of unfunded 1994-95
initiatives, primarily for local aid programs; and the use of one-time
solutions, primarily surplus funds from the prior year, to fund recurring
spending in the 1994-95 budget.
This gap is projected to be closed in the 1995-96 state Financial Plan through a
series of actions, mainly spending reductions and cost containment measures and
certain reestimates that are expected to be recurring, but also through the use
of one-time solutions.
There can be no assurance that the State's projections for tax and other
receipts for the 1994-95 fiscal year are not overstated and will not be revised
downward, or that disbursements will not be in excess of the amounts projected.
In addition, projections of State disbursements for future fiscal years may be
affected by uncertain factors relating to the economy of the Nation and the
State and the financial condition of the Authorities, New York City and other
localities. In the event that these factors affect, or are perceived to affect,
the State's ability to meet its financial obligations, the market value and
marketability of its bonds also may be adversely affected.
Authorities. The fiscal stability of the State is related, in part, to the
- -----------
fiscal stability of its Authorities, which generally are responsible for
financing, constructing and operating revenue-producing public benefit
facilities. Authorities are not subject to the constitutional restrictions on
the incurrence of debt which apply to the State itself and may issue bonds and
notes within the amounts indicated in their legislative authorization. The
State's access to the public credit markets could be impaired, and the market
price of its outstanding debt may be adversely affected, if any of the
Authorities were to default on their respective obligations. As of March 31,
1995, there were outstanding approximately $63.0 billion aggregate principal
amount of bonds and bond anticipation notes issued by 18 Authorities which
either were guaranteed by the State or supported by the State through
lease-purchase or contractual-obligation financing arrangements or through moral
obligation provisions. While principal and interest payments on outstanding
Authority obligations normally are paid from revenues generated by projects of
the Authorities, in the past the State has had to appropriate large amounts to
enable certain Authorities (in particular, the New York State Urban Development
Corporation and the New York State Housing Finance Agency) to meet their
financial obligations. Further assistance to these Authorities may be required
in the future.
33
<PAGE>
The Metropolitan Transportation Authority (the "MTA") oversees the operation of
New York City's bus and subway systems by its affiliates, the New York City
Transit Authority and the Manhattan and Bronx Surface Transit Operating
Authority (collectively, the "TA") and, through subsidiaries, operates certain
commuter rail and bus lines and a rapid transit line on Staten Island. Through
its affiliated agency, the Triborough Bridge and Tunnel Authority (the "TBTA"),
the MTA operates certain intrastate toll bridges and tunnels. The MTA has
depended and will continue to depend upon Federal, State, local government and
TBTA support to operate the mass transit portion of these operations because
fare revenues are insufficient. For the 1995-1996 State fiscal year, total State
assistance to the MTA is estimated at approximately $1.1 billion.
In 1993, State legislation authorized the funding of a $9.56 billion MTA capital
plan for the five-year period, 1992 through 1996 (the "1992-96 Capital
Program"). This is the third five-year plan since the Legislature authorized
procedures for the adoption, approval and amendment of a five year plan in 1981
for a capital program designed to upgrade the performance of the MTA's
transportation systems and to supplement, replace and rehabilitate facilities
and equipment. The MTA, the TBTA and the TA are collectively authorized to issue
an aggregate of $3.1 billion of bonds (net of certain statutory exclusions) to
finance a portion of the 1992-96 Capital Program. The 1992-96 Capital Program is
expected to be financed in significant part through dedication of State
petroleum business taxes. However, in December 1994, the proposed bond
resolution based on such tax receipts was not approved, and further
consideration of such bond was deferred until 1995.
There can be no assurance that all necessary governmental actions for the
Capital Program will be taken, that funding sources currently identified will
not be decreased or eliminated, or that the 1992-96 Capital Program, or parts
thereof, will not be delayed or reduced. If the Capital Program is delayed or
reduced, ridership and fare revenues may decline, which could, among other
things, impair the MTA's ability to meet its operating expenses without
additional State assistance.
The City of New York. The fiscal health of the State is closely related to the
- --------------------
fiscal health of its localities, particularly the City of New York (the "City"),
which has required and continues to require significant financial assistance
from the State.
In response to the City's fiscal crisis in 1975, the State took a number of
steps to assist the City in returning to fiscal stability. Among these actions,
the State created the Municipal Assistance Corporation for the City of New York
("MAC") to provide financing assistance to the City. The State also enacted the
New York State Financial Emergency Act for the City of New York (the "Financial
Emergency Act") which, among other things, established the New York State
Financial Control Board (the "Control Board") to oversee the City's financial
affairs. The State also established the Office of the State Deputy Comptroller
for New York City ("OSDC") in the Office of the State Comptroller to assist the
Control Board in exercising its powers and responsibilities.
The City operates under a four-year Financial Plan which is prepared annually
and is periodically updated. In 1986, the Control Board's powers of approval
over the City's Financial Plan were suspended when certain statutory conditions
were met. However, the Control Board, MAC and OSDC continue to exercise various
monitoring functions relating to the City's financial position and upon the
occurrence of certain events, including, but not limited to, a City operating
budget deficit of more than $100 million, the Control Board is required by law
to impose a Control Period. The City submits its financial plans as well as
periodic updates to the Control Board for its review.
34
<PAGE>
The City requires significant amounts of financing for seasonal and capital
purposes. The City issued $2.2 billion of notes for seasonal financing purposes
during its fiscal year ending June 30, 1995. The City's capital financing
program projects long-term financing requirements of approximately $17 billion
for the City's fiscal years 1995 through 1998. The major capital requirements
include expenditures for the City's water supply and sewage disposal systems,
roads, bridges, mass transit, schools, hospitals and housing.
The City submitted to the Control Board on July 12, 1995 a fourth quarter
modification to the City's financial plan for the 1995 fiscal year (the "1995
Modification"), which projects a balanced budget in accordance with GAAP for the
1995 fiscal year, after taking into account a transfer of $75 million to fiscal
year 1996. On July 11, 1995, the City submitted to the Control Board the
Financial Plan for the 1996 through 1999 fiscal years, which relates to the
City, BOE and the City University of New York ("CUNY"). The Financial Plan is
based on the City's expense and capital budgets for the City's 1996 fiscal year,
which were adopted on the June 14, 1995, and sets forth proposed actions by the
City for the 1996 fiscal year to close a previously projected budget gap of $3.1
billion resulting from lower than projected tax receipts and other revenues and
greater than projected expenditures.
The proposed actions in the Financial Plan for the 1996 fiscal year include (i)
a reduction in spending of $400 million, primarily affecting public assistance
and Medicaid payments by the City; (ii) expenditure reductions in agencies,
totaling $1.2 billion; (iii) transitional labor savings, totaling $600 million;
and (iv) the phase-in of the increased annual pension funding cost due to
revisions resulting from an actuarial audit of the City pension systems, which
would reduce such costs in the 1996 fiscal year.
The Financial Plan also sets forth projections for the 1997 through 1999 fiscal
years and outlines a proposed gap-closing program to close projected gaps of
$888 million, $1.5 billion and $1.4 billion for the 1997 through 1999 fiscal
years, respectively, after successful implementation of the $3.1 billion
gap-closing program for the 1996 fiscal year.
The State could be affected by the ability of the City to market its securities
successfully in the public credit markets. On July 10, 1995, Standard & Poor's
revised downward its rating on City general obligation bonds from A- to BBB+ and
removed City bonds from CreditWatch, citing "persistent softness in the City's
economy, highlighted by weak job growth and a growing dependence on the
historically volatile financial services sector". Fitch continues to rate the
City general obligation bonds A-. Moody's rating for City general obligation
bonds is Baa1.
The City's capital plan for fiscal years 1995 through 1998 contemplates the
issuance of $11.3 billion of general obligation bonds to make capital
investments.
The City's financial plans have been the subject of extensive public comment and
criticism. On October 14, 1994, the City Comptroller issued a report concluding
that the budget gap for the 1995 fiscal year had increased to $1.4 billion, due,
in part, to continuing shortfalls in tax revenues. The City Council and the
Mayor currently disagree as to the steps to take to close the budget gap and the
disagreement is now a subject of litigation.
Although the City has balanced its budget since 1981, estimates of the City's
revenues and expenditures are based on numerous assumptions and are subject to
various uncertainties. If expected Federal or State aid is not forthcoming, if
unforeseen developments in the economy significantly reduce revenues derived
from economically sensitive taxes or necessitate increased expenditures for
public assistance, if the City should negotiate wage increases for its employees
greater than the amounts provided for in the City's Financial Plan or if other
uncertainties materialize that reduce expected revenues or increase projected
35
<PAGE>
expenditures, then, to avoid operating deficits, the City may be required to
implement additional actions, including increases in taxes and reductions in
essential City services. The City also might seek additional assistance from the
State.
Other Localities. Certain localities in addition to the City could have
- -----------------
financial problems leading to requests for additional State assistance during
the State's 1995-96 fiscal year and thereafter. The potential impact on the
State of such actions by localities is not included in the projections of the
State receipts and disbursements in the State's 1995-96 fiscal year.
Fiscal difficulties experienced by the City of Yonkers ("Yonkers") resulted in
the creation of the Financial Control Board of the City of Yonkers (the "Yonkers
Board") by the State in 1984. The Yonkers Board is charged with overseeing
fiscal affairs of Yonkers. Future actions taken by the Governor or the State
Legislature to assist Yonkers could result in allocation of State resources in
amounts that cannot yet be determined.
Municipalities and school districts have engaged in substantial short-term and
long-term borrowing. In 1993, the total indebtedness of all localities in the
State other than the City was approximately $17.7 billion; a small portion
(approximately $105 million) of this indebtedness represented borrowing to
finance budgetary deficits and was issued pursuant to enabling State
legislation. State law requires the Comptroller to review and make
recommendations concerning the budgets of those local government units other
than the City authorized by State law to finance deficits during the period that
such deficit financing is outstanding. Fifteen localities had outstanding
indebtedness for deficit financing at the close of their fiscal years ending
1993.
From time to time, Federal expenditure reductions could reduce, or in some cases
eliminate, Federal funding of some local programs and accordingly might impose
substantial increased expenditure requirements on affected localities. If the
State, the City or any of the Authorities were to suffer serious financial
difficulties jeopardizing their respective access to the public credit markets,
the marketability of notes and bonds issued by localities within the State could
be adversely affected. Localities also face anticipated and potential problems
resulting from certain pending litigation, judicial decisions and long-range
economic trends. The longer range problems of declining city populations,
increasing expenditures, and other economic trends could adversely affect
localities and require increasing State assistance in the future.
Litigation. Certain litigation pending or determined against the State or its
- ----------
officers or employees could have a substantial or long-term adverse effect on
State finances. Among the more significant of these cases are those that
involve: challenges to the State's finance policies, claims challenging
different aspects of the State's social welfare programs, claims of racial
segregation, real property claims, contract and tort claims, and challenges to
funding methods of various retirement systems. In its audited financial
statements for 1994-95 the State estimated its liability for awarded and
anticipated unfavorable judgments at $676 million.
Puerto Rico Bonds
- -----------------
The economy of Puerto Rico is dominated by the manufacturing and service
sectors. The manufacturing sector has experienced a basic change over the years
as a result of increased emphasis on higher wage, high technology industries
such as pharmaceuticals, scientific instruments, computers, microprocessors,
medical products and electrical products and certain high technology machinery
and equipment. The service sector, including wholesale and retail trade,
finance, insurance and real estate, also plays a major role in the economy. The
service sector ranks second only to manufacturing in contribution to the gross
domestic
36
<PAGE>
product and leads all sectors in providing employment. In recent years, the
service sector has experienced significant growth in response to and paralleling
the expansion of the manufacturing sector.
Much of the development of the manufacturing sector in Puerto Rico can be
attributed to various federal and Commonwealth tax incentives, most notably
Section 936 of the Internal Revenue Code and the Commonwealth's Industrial
Incentives Program.
Legislation is currently pending in Congress which, if passed, would repeal
section 936, which allows companies with operations in Puerto Rico and other
U.S. territories to receive a credit to be used against U.S. tax on certain
income from operations.
Puerto Rico's economy is closely integrated with that of mainland United States.
During fiscal 1994, approximately 87% of Puerto Rico's exports were to the
United States mainland, which also was the source of approximately 67% of Puerto
Rico's imports. In fiscal 1994, Puerto Rico experienced a $4.3 billion positive
adjusted merchandise trade balance.
Puerto Rico's more than decade-long economic expansion continued throughout the
five-year period from fiscal 1990 through fiscal 1994, and affected almost every
sector of its economy and resulted in record levels of employment (although
Puerto Rico's unemployment rate has chronically exceeded the average for the
United States). Factors behind this expansion included Commonwealth-sponsored
economic development programs, the relatively stable prices of oil imports,
periodic declines in the exchange value of the United States dollar, the level
of federal transfers and the relatively low cost of borrowing during the period.
Growth in fiscal 1996 will depend on several factors, including the state of the
United States economy and relative stability of the price of oil imports
increases in visitors to the island and in exports, the exchange value of the
U.S. dollar, the level of federal transfers and the cost of borrowing.
The Constitution of Puerto Rico provides that public debt of the Commonwealth
will constitute a first claim on available Commonwealth revenues. Public debt
includes general obligation bonds and notes of the Commonwealth and any payments
required to be made by the Commonwealth under its guarantees of bonds and notes
issued by its public instrumentalities.
The Constitution of Puerto Rico also provides that direct obligations of the
Commonwealth evidenced by full faith and credit bonds or notes shall not be
issued if the amount of the principal of and interest on such bonds and notes
and on all such bonds and notes theretofore issued which is payable in any
fiscal year, together with any amount paid by the Commonwealth in the preceding
fiscal year on account of bonds or notes guaranteed by the Commonwealth, exceeds
15% of the average annual revenues raised under the provisions of Commonwealth
legislation and covered into the Treasury of Puerto Rico (principally income
taxes, property taxes and excise taxes) in the two fiscal years preceding the
then current fiscal year.
With the approval of the North American Free Trade Agreement by the United
States Congress which is intended to eliminate certain restrictions on trade
between Canada, the United States and Mexico, certain of Puerto Rico's
industries, including those that are lower salaried and labor intensive, may
face increased competition from Mexico. However, Puerto Rico's favorable
investment environment, skilled work force, infrastructure development and tax
structure
37
<PAGE>
Texas Bonds
- -----------
The economy of Texas recovered from the recession that began in the mid-1980s
after a collapse in oil prices and although the State's economy was slowed by
the Nation's 1990-91 recession, the State Comptroller has predicted that the
overall State economy will slightly outpace national economic growth in the long
term. In 1981, drilling, production, refining, chemicals and energy-related
manufacturing accounted for 25% of the State's total output of goods and
services. By late 1995, these businesses accounted for 11% of the State's
economy. The service-producing sectors (which include transportation, public
utilities, finance, insurance, real estate, trade, services and government) are
the major sources of job growth in Texas.
During the 1995 regular legislative session, the State legislature passed a
1996-97 biennial all funds budget of approximately $79.9 billion without
increasing State taxes. This was facilitated by significant recent growth in
State revenues and an estimated balance of $3.0 million from the 1994-1995
biennium.
Due to the State's expansion in Medicaid spending and other Health and Human
Services programs requiring federal matching revenues, federal receipts were the
State's main revenue source, accounting for approximately 28.8% of State
revenues during fiscal year 1994. Sales tax, which had been the main source of
revenue for 12 years prior to 1993, was second, accounting for approximately
26.7 of total revenues during fiscal year 1994. The remainder of the State's
revenues are derived primarily from interest and investment income, licenses,
fees and permits, the motor fuels tax and other excise taxes. The State has no
personal or corporate income tax, although the State does impose a corporate
franchise tax based on the amount of a corporation's capital and "earned
surplus", which includes corporate net income and officers' and directors'
compensation.
The State Constitution prohibits the State from levying ad valorem taxes on
property for general revenue purposes.
The State Constitution also limits the rate of growth of appropriations from tax
revenues not dedicated by the Constitution during any biennium to the estimated
rate of growth for the State's economy. The Legislature may avoid the
constitutional limitation if it finds, by a majority vote of both Houses, that
an emergency exists. The State Constitution authorizes the Legislature to
provide by law for the implementation of this restriction, and the Legislature,
pursuant to such authorization, has defined the estimated rate of growth in the
State's economy to mean the estimated increase in State personal income.
Washington Bonds
- ----------------
The economic base of the State of Washington includes manufacturing and services
industries as well as agriculture and timber production. Overall, during 1990
through 1994, employment within the State experienced a decline in manufacturing
industries. Sectors of the State's employment base in which growth has exceeded
comparable figures reported for the United States include durable and
non-durable goods manufacturing, services and government.
The State's leading export industries are aerospace, forest products,
agriculture and food processing. On a combined basis, the aerospace, timber and
food processing industries employ about 9% of the State's non- farm workers. In
recent years, the non-manufacturing sector has played an increasingly
significant role in contributing to the State's economy.
38
<PAGE>
The State's manufacturing base includes aircraft manufacture, which comprised
approximately 27.2% of total manufacturing in 1994. The aerospace industry
currently represents approximately 8% of all taxable business income generated
in the State. The Boeing Company, the State's largest employer, is preeminent in
aircraft manufacture. Boeing exerts a significant impact on overall State
production, employment and labor earnings. While the primary activity of Boeing
is the manufacture of commercial aircraft, Boeing has played leading roles in
the aerospace and military missile programs of the United State and has
undertaken a broad program of diversification activities including Boeing
Computer Services. Boeing announced in early 1995 that it would decrease
production of certain models of commercial aircraft. Boeing is anticipated to
eliminate a total of 7,000 jobs in 1995, 6,500 of which are in the State.
Forest products rank second behind aerospace in value of total production. A
continued decline in overall production during the next few years is expected
due to federally imposed limitations on the harvest of old- growth timber and
the inability to maintain the recent record levels of production increases.
International trade plays an important role in the State's employment base, as
one in six jobs in the State is related to international trade. The State's
trade levels depend largely on national and world (rather than local) economic
conditions, including consumer demands.
The State ranks fourth among all states in the percentage of its work force
employed in technology-related industries and ranks third among the largest
software development centers.
The State operates on a July 1 to June 30 fiscal year and on a biennial budget
basis. Fiscal controls are exercised during the biennium through an allotment
process which requires each agency to submit a monthly expenditure plan. The
plan must be approved by the Governor's budget agency and provides the authority
for agencies to spend funds within statutory maximums specified in a
legislatively adopted budget. State law requires a balanced biennial budget.
Whenever it appears that disbursements will exceed the aggregate of estimated
receipts plus beginning cash surplus the Governor is required to reduce
allotments, thereby reducing expenditures of appropriated funds.
For the 1993-95 biennium, General Fund-State revenues are estimated to finish at
$16.627 billion, an increase of 11.9% over the 1991-93 biennium, plus a
carry-forward of $242 million. The General Fund is projected to end the 1993-95
biennium with a $585 million fund balance.
The State Legislature passed a 1993-95 Operating Budget on May 6, 1993, and the
Governor signed the budget bill on May 28, 1993. This budget contains $650
million in general tax increases, $163 million in other revenues, $700 million
in program and administrative reductions, and $622 million in fund shifts (such
as to federal funding sources). The 1994 Supplemental Budget passed the State
Legislature on March 24, 1994, and the Governor signed the Supplemental budget
bill on April 6, 1994. The budget includes $48 million in tax cuts, an $11
million revenue increase from a variety of sources and $168 million in
additional expenditures, many of which represent one-time investments. The 1995
Supplemental Budget passed the State Legislature on May 1, 1995, and was signed
by the Governor on May 9 1995. The 1995 Supplemental Budget made adjustments to
expenditure authority for State agencies for the last quarter of the biennium.
These budget adjustments addressed significant unexpected expenses, including
extraordinary costs of $47 million incurred in one of the worst forest fire
years since 1970. The 1995 Legislature also appropriated $110 million from the
General Fund to provide school construction funding in the K-12 system. Overall,
the 1995 Supplemental Budget expenditure adjustments and other 1993-95
appropriation bills in the 1995 Legislative session increased expenditures by
$114.5 million. No assurance can be given that changes in economic conditions
will not require significant changes to the budget as so passed and
supplemented.
39
<PAGE>
Until June 30, 1995, State law prohibited State tax revenue growth from
exceeding an averaged growth rate of State personal income under Initiative 62.
As of July 1, 1995, Initiative 601 replaced Initiative 62. Initiative 601, which
was voted into law in November 1993, limits increases in General Fund-State
government expenditures to the three-year average rate of population and
inflation growth. Thus far, Initiative 601 has not had a restrictive impact on
the State's budget.
Washington's Constitution, as interpreted by the State Supreme Court, prohibits
the imposition of net income taxes. For the fiscal year ending June 30, 1994,
approximately 77% of the State's tax revenues derived from general and selective
sales and gross receipts taxes.
With certain exceptions, the amount of State general obligation debt which may
be incurred is limited by constitutional and statutory restrictions. The
limitations in both cases are imposed by prohibiting the issuance of new debt if
the new debt would cause the maximum annual debt service on all thereafter
outstanding general obligation debt to exceed a specified percentage of the
arithmetic mean of general State revenues for the preceding three years. These
are limitations on the incurrence of new debt and are not limitations on the
amount of debt service which may be paid by the State in future years.
8.
Past Performance
Each Series computes the average annual compounded rate of total return for each
class during specified periods that would equate the initial amount invested to
the ending redeemable value of such investment by adding one to the computed
average annual total return, raising the sum to a power equal to the number of
years covered by the computation and multiplying the result by $1,000 which
represents a hypothetical initial investment. The calculation assumes deduction
of the maximum sales charge from the initial amount invested and reinvestment of
all income dividends and capital gains distributions on the reinvestment dates
at prices calculated as stated in the Prospectus. The ending redeemable value is
determined by assuming a complete redemption at the end of the period(s) covered
by the average annual total return computation.
In calculating total returns for Class A shares, the current maximum sales
charge of 4.75% (as a percentage of the offering price) is deducted from the
initial investment (unless the return is shown at net asset value). For Class B
shares (National Series only), the payment of the applicable CDSC (5.0% prior to
the first anniversary of purchase, 4.0% prior to the second anniversary of
purchase, 3.0% prior to the third and fourth anniversaries of purchase, 2.0%
prior to the fifth anniversary of purchase, 1.0% prior to the sixth anniversary
of purchase and no CDSC on and after the sixth anniversary of purchase) is
applied to the National Series' investment result for that class for the time
period shown (unless the total return is shown at net asset value). For Class C
shares, the 1.0% CDSC is applied to the applicable Series' investment result for
that class for the time period shown prior to the first anniversary of purchase
(unless the total return is shown at net asset value). Total returns also assume
that all dividends and capital gains distributions during the period are
reinvested at net asset value per share, and that the investment is redeemed at
the end of the period. Although prior to July 12, 1996, each Series had only one
class of shares, which class is now designated Class A, for purposes of
computing average annual compounded rates of total return for each Series' Class
B and Class C shares prior to that date, the applicable Series' investment
result for Class A shares is used, applying the Applicable Percentage, unless
total return is shown at net asset value.
The total returns for the Class A shares of the National, New York, Texas, New
Jersey, Connecticut, Missouri, Hawaii and Washington Series of the Fund using
the computation method described above for the one-year period ended on
September 30, 1995 were as follows: 4.70%, 3.90%, 5.80%, 4.60%, 5.30%,
40
<PAGE>
4.90%, 5.00%, and 5.10%, respectively. The total return for the Minnesota Series
using the computation method described above for the period December 27, 1994
through September 30, 1995 was 4.90%. The average annual compounded rates of
total return for the first three Series for the five years ending on September
30, 1995 were as follows: 7.19%, 6.99% and 7.77%, respectively. Using the
computation method described above, the average annual compounded rates of total
return for the Acquired Fund for the last one-year and five-year periods ended
August 31, 1995 were 0.60% and 7.01%, respectively.
Each Series' yield quotation for each class is based on a 30-day period ended on
a specified date, computed by dividing the Series' net investment income per
share earned during the period by the Series' maximum offering price per share
on the last day of the period. This is determined by finding the following
quotient: Take the Series' dividends and interest earned during the period minus
its expenses accrued for the period (net of reimbursements) and divide by the
product of (i) the average daily number of Series shares outstanding during the
period that were entitled to receive dividends and (ii) the Series' maximum
offering price per share on the last day of the period. To this quotient add
one. This sum is multiplied by itself five times. Then, one is subtracted from
the product of this multiplication and the remainder is multiplied by two. Yield
for the Class A shares reflects the deduction of the maximum initial sales
charge, but may also be shown based on the Fund's net asset value per share.
Yields for Class B and C shares do not reflect the deduction of the CDSC. For
the 30-day period ended September 30, 1995, the yields for each class of the
National (Class A, B and C shares), Connecticut, Missouri, New Jersey, New York
(Class A and C shares), Texas, Hawaii, Washington and Minnesota Series were
5.04%, 5.15%, 4.83%, 4.78%, 4.72%, 4.76%, 4.80%, 5.07% and 4.72, respectively.
For the 30-day period ended on August 31, 1995, the yield for the Acquired Fund
was 8.90%.
Each Series' tax-equivalent yield for each class is computed by dividing that
portion of the class' yield (as determined above) which is tax exempt by one
minus a stated income tax rate (National .36%; Connecticut .3888%; Missouri
.3850%; New Jersey .4021%; New York .4080%; Texas .36%;
Hawaii .4240%; Washington .36% and Minnesota .4144%) and adding the product to
that portion, if any, of the class' yield that is not tax exempt. For the 30-day
period ended on September 30, 1995, the tax- equivalent yields for each class of
the National (Class A, B and C shares), Connecticut, Missouri, New Jersey, New
York (Class A and C shares), Texas, Hawaii, Washington and Minnesota Series were
7.88%, 8.43%, 7.85%, 7.99%,7.97%, 7.44%, 8.33%, 7.92% and 8.06%, respectively.
For the 30-day period ended on August 31, 1995, the tax-equivalent yield for the
Acquired Fund was 8.90%.
It is important to remember that these figures represent past performance and an
investor should be aware that the investment return and principal value of a
Series investment will fluctuate so that an investor's shares, when redeemed,
may be worth more or less than their original cost. Therefore, there is no
assurance that this performance will be repeated in the future.
9.
Further Information About the Fund
The directors, trustees and officers of Lord Abbett-sponsored mutual funds,
together with the partners and employees of Lord Abbett, are permitted to
purchase and sell securities for their personal investment accounts. In engaging
in personal securities transactions, however, such persons are subject to
requirements and restrictions contained in the Fund's Code of Ethics which
complies, in substance, with each of the recommendations of the Investment
Company Institute's Advisory Group on Personal Investing. Among other things,
the Code requires that Lord Abbett partners and employees obtain advance
approval before buying or selling securities, submit confirmations and quarterly
transaction reports, and obtain approval
41
<PAGE>
before becoming a director of any company; and it prohibits such persons from
investing in a security 7 days before or after any Lord Abbett-sponsored fund
trades in such security, prohibiting profiting on trades of the same security
within 60 days and trading on material and non-public information. The code
imposes certain similar requirements and restrictions on the independent
directors and trustees of each Lord Abbett- sponsored mutual funds to the extent
contemplated by the recommendations of such Advisory Group.
10.
Financial Statements
The financial statements for the fiscal half year and the fiscal year ended
September 30, 1995 and the opinion thereon of Deloitte & Touche LLP, independent
auditors, included in the 1995 Annual Report to Shareholders of the Lord Abbett
Tax-Free Income Fund, Inc., are incorporated herein by reference in reliance
upon the authority of Deloitte & Touche LLP as experts in auditing and
accounting. Prior to July 12, 1996, the Fund had only one class of shares, which
class is now designated Class A.
<PAGE>
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A - Financial Highlights for the period
Part B - Statement of Net Assets at September 30, 1995.
Statement of Operations for the year ended September 30, 1995.
Statement of Changes in Net Assets for the years ended
September 30, 1994 and 1995.
(b) Exhibits -
99.B1 Articles of Amendment*
99.B6 Form of Distribution Agreement**
99.B11 Consent of Deloitte & Touche*
99.B15a Forms of Rule 12b-1 Plans for Class A and
Class C shares**
99.B15b Form of Rule 12b-1 Plan for Class B shares**
99.B18 Form of Plan entered into by Registrant
pursuant to Rule 18f-3.***
* Filed herewith.
** The form of this document is incorporated by
reference to Post-Effective Amendment
No. 41 to the Registration Statement on
Form N-1A of Lord Abbett Bond-Debenture
Fund, Inc. (File No. 811-2145). The Lord
Abbett Bond-Debenture Fund document is
substantially identical to that form used for
the Registrant except for the name
of the Registrant and/or its Series and perhaps
minor differences.
*** Incorporated by Reference to Post-Effective
Amendment No. 40 to the Registration
Statement on Form N-1A of Lord Abbett Bond-
Debenture Fund, Inc. (File No. 811-2145)
Item 25. Persons Controlled by or Under Common Control with Registrant
-------------------------------------------------------------
None.
Item 26. Number of Record Holders of Securities
--------------------------------------
As of June 28,1 996
National -14,818
New York -6,886
Texas - 2,258
New Jersey - 4,604
Connecticut - 1,852
Missouri - 3,789
Hawaii - 1,869
Washington - 2,143
Minnesota - 309
California -4,704
Item 27. Indemnification
---------------
Registrant is incorporated under the laws of the State of
Maryland and is subject to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of the State of
Maryland controlling the indemnification of directors and
officers. Since Registrant has
1
<PAGE>
its executive offices in the State of New York, and is
qualified as a foreign corporation doing business in such
State, the persons covered by the foregoing statute may also
be entitled to and subject to the limitations of the
indemnification provisions of Section 721-726 of the New
York Business Corporation Law.
The general effect of these statutes is to protect officers,
directors and employees of Registrant against legal liability
and expenses incurred by reason of their positions with the
Registrant. The statutes provide for indemnification for
liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the
corporation, and in each case place conditions under which
indemnification will be permitted, including requirements that
the officer, director or employee acted in good faith. Under
certain conditions, payment of expenses in advance of final
disposition may be permitted. The By-laws of Registrant,
without limiting the authority of Registrant to indemnify any
of its officers, employees or agents to the extent consistent
with applicable law, make the indemnification of its directors
mandatory subject only to the conditions and limitations
imposed by the above-mentioned Section 2-418 of Maryland law
and by the provisions of Section 17(h) of the Investment
Company Act of 1940 as interpreted and required to be
implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-laws to, and making indemnification of
directors subject to the conditions and limitations of, both
Section 2-418 of the Maryland law and Section 17(h) of the
Investment Company Act of 1940, Registrant intends that
conditions and limitations on the extent of the
indemnification of directors imposed by the provisions of
either Section 2-418 or Section 17(h) shall apply and that any
inconsistency between the two will be resolved by applying the
provisions of said Section 17(h) if the condition or
limitation imposed by Section 17(h) is the more stringent. In
referring in its By-laws to SEC Release No. IC-11330 as the
source for interpretation and implementation of said Section
17(h), Registrant understands that it would be required under
its By-laws to use reasonable and fair means in determining
whether indemnification of a director should be made and
undertakes to use either (1) a final decision on the merits by
a court or other body before whom the proceeding was brought
that the person to be indemnified ("indemnitee") was not
liable to Registrant or to its security holders by reason of
willful malfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct") or (2) in the absence of such a
decision, a reasonable determination, based upon a review of
the facts, that the indemnitee was not liable by reason of
such disabling conduct, by (a) the vote of a majority of a
quorum of directors who are neither "interested persons" (as
defined in the 1940 Act) of Registrant nor parties to the
proceeding, or (b) an independent legal counsel in a written
opinion. Also, Registrant
2
<PAGE>
will make advances of attorneys' fees or other expenses
incurred by a director in his defense only if (in addition
to his undertaking to repay the advance if he is not
ultimately entitled to indemnification) (1) the indemnitee
provides a security for his undertaking, (2) Registrant
shall be insured against losses arising by reason of any
lawful advances, or (3) a majority of a quorum of the
non-interested, non-party directors of Registrant, or an
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts,
that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expense incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
In addition, Registrant maintains a directors' and officers'
errors and omissions liability insurance policy protecting
directors and officers against liability for breach of duty,
negligent act, error or omission committed in their capacity
as directors or officers. The policy contains certain
exclusions, among which is exclusion from coverage for active
or deliberate dishonest or fraudulent acts and exclusion for
fines or penalties imposed by law or other matters deemed
uninsurable.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Lord, Abbett & Co. acts as investment manager for twelve other
investment companies (of which it is principal underwriter for
thirteen), and as investment adviser to approximately 7000
private accounts. Other than acting as trustees, directors
and/or officers of open-end investment companies managed by
Lord, Abbett & Co., none of Lord, Abbett & Co.'s partners has,
in the past two fiscal years, engaged in any other business,
profession, vocation or employment of a substantial nature for
his own account or the capacity of director, officer,
employee, or partner of any entity except as follows:
3
<PAGE>
John J.Walsh
Trustee
Brooklyn Hospital
Parkside Avenue
Brooklyn, N.Y.
Item 29 Principal Underwriter
---------------------
(a) Affiliated Fund, Inc.
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett U.S. Government Securities Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett U.S. Government Money Market Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett Tax-Free Income Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Investment Trust
Investment Advisor
-----------------
American Skandia Trust (Lord Abbett
Growth and Income Portfolio)
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
Business Address (1) with Registrant
------------------- ---------------
Robert S. Dow Chairman and President
Kenneth B. Cutler Vice President & Secretary
Stephen I. Allen Vice President
Daniel E. Carper Vice President
Thomas S. Henderson Vice President
Robert G. Morris Vice President
E. Wayne Nordberg Vice President
John J. Walsh Vice President
(1)Each of the above has a principal business address:
767 Fifth Avenue, New York, NY 10153
(c) Not applicable.
4
Item 30. Location of Accounts and Records
--------------------------------
Registrant maintains the records, required by
Rules 31a - 1(a) and (b), and 31a - 2(a) at its main office.
Lord, Abbett & Co. maintains the records required by
Rules 31 - 1(f) and 31a - 2(e) at its main office.
Certain records such as cancelled stock certificates and
correspondence may be physically maintained at the main office
of the Registrant's Transfer Agent, Custodian, or Shareholder
Servicing Agent within the requirements of Rule 31a-3.
Item 31. Management Services
-------------------
None.
Item 32. Undertakings
------------
(c) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without
charge.
The registrant undertakes, if requested to do so by the
holders of at least 10% of the registrant's outstanding
shares, to call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or
directors and to assist in communications with other
shareholders as required by Section 16(c).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement
and/or any amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on the
12th day of July, 1996
LORD ABBETT TAX-FREE INCOME FUND
By /S/ ROBERT S. DOW
Robert S. Dow, Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
NAME TITLE DATE
- ----- ----- ----
Chairman, President
/s/ Robert S. Dow Director July 12, 1996
/s/ John J. Gargana, Jr. Vice President & July 12, 1996
Chief Financial Officer
/s/ E. Thayer Bigelow Director July 12, 1996
/s/ Stewart S. Dixon Director July 12, 1996
/s/ E. Wayne Nordberg Director July 12, 1996
/s/ John C. Jansing Director July 12, 1996
/s/ C. Alan MacDonald Director July 12, 1996
/s/ Hansel B. Millican, Jr. Director July 12, 1996
/s/ Thomas J. Neff Director July 12, 1996
<PAGE>
LORD ABBETT TAX-FREE INCOME FUND, INC.
ARTICLES OF AMENDMENT
LORD ABBETT TAX-FREE INCOME FUND, INC., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation (hereinafter
called the "Articles") are hereby amended by changing the names and designations
of certain series of the Corporation as set forth below:
"Tax-Exempt Class" to "National Series",
"Connecticut Class" to "Connecticut Series",
"Hawaii Class" to "Hawaii Series",
"Minnesota Class" to "Minnesota Series",
"Missouri Class" to "Missouri Series",
"New Jersey Class" to "New Jersey Series",
"New York Tax-Exempt Class" to "New York Series",
"Texas Class" to "Texas Series" and
"Washington Class" to "Washington Series".
SECOND: A majority of the entire Board of Directors of the
Corporation on March 14, 1996, duly adopted resolutions approving the foregoing
amendment to the Articles.
THIRD: The amendment of the Articles hereinabove set forth has been
duly approved by the Board of Directors of the Corporation and is limited to a
change expressly permitted by (S) 2-605 of the General Corporation Law of the
State of Maryland to be made without action of the stockholders.
FOURTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended from time to time.
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Tax-Free Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ____________, 1996.
LORD ABBETT TAX-FREE INCOME
FUND, INC.
By:/s/Robert S. Dow
--------------------------
Robert S. Dow, President
WITNESS:
/s/Kenneth B. Cutler
______________________________
Kenneth B. Cutler, Secretary
2
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Tax-Free Income Fund, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment, of
which this Certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/Robert S. Dow
______________________________
Robert S. Dow, President
3
<PAGE>
LORD ABBETT TAX-FREE INCOME FUND, INC.
ARTICLES OF AMENDMENT
LORD ABBETT TAX-FREE INCOME FUND, INC., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation (hereinafter
called the "Articles"), as heretofore amended, are hereby further amended by:
(a) Striking out Section 1 of ARTICLE V and inserting in lieu thereof:
"SECTION 1. The total number of shares which the Corporation has authority
to issue is 1,000,000,000 shares of capital stock of the par value of $.001 each
(the "Shares"), having an aggregate par value of $1,000,000. The Board of
Directors of the Corporation shall have full power and authority, from time to
time, to classify or reclassify any unissued Shares, including, without
limitation, the power to classify or reclassify unissued shares into series, and
to classify or reclassify a series into one or more classes of stock that may be
invested together in the common investment portfolio in which the series is
invested, by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of such shares of stock. All Shares of a
series shall represent the same interest in the Corporation and have the same
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption as the other Shares of that series, except to the extent that the
Board of Directors provides for differing preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of Shares of classes of
such series as determined pursuant to Articles Supplementary filed for record
with the State Department of Assessments and Taxation of Maryland, or as
otherwise determined pursuant to these Articles or by the Board of Directors in
accordance with law. The Shares shall initially be classified into ten series
designated initially as the "National Series", consisting of 80,000,000 Shares,
the "California Series", consisting of 40,000,000 Shares, the "Connecticut
Series", consisting of 40,000,000
<PAGE>
Shares, the "Hawaii Series", consisting of 40,000,000 Shares, the "Minnesota
Series", consisting of 40,000,000 Shares, the "Missouri Series", consisting of
40,000,000 Shares, the "New Jersey Series", consisting of 80,000,000 Shares, the
"New York Series", consisting of 80,000,000 Shares, the "Texas Series",
consisting of 40,000,000 Shares and the "Washington Series", consisting of
40,000,000 Shares. Prior to the first classification of a series into
additional classes, all outstanding Shares of such series shall be of a single
class. Notwithstanding any other provision of these Articles, upon the classi
fication of unissued Shares into additional series, the Board of Directors shall
specify a legal name for the new series in appropriate charter documents filed
for record with the State Department of Assessments and Taxation of Maryland
providing for such name change and classification, and upon the first
classification of a series into additional classes, the Board of Directors shall
specify a legal name for the outstanding class, as well as for the new class or
classes, in appropriate charter documents filed for record with the State
Department of Assessments and Taxation of Maryland providing for such name
change and classification."
(b) Striking out Section 2 of ARTICLE V and inserting in lieu thereof:
"SECTION 2. A description of the relative preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of all series and classes
of series of Shares is as follows, unless otherwise set forth in Articles
Supplementary filed for record with the State Department of Assessments and
Taxation of Maryland or otherwise determined pursuant to these Articles:
(a) Assets Belonging to Series. All consideration received or
--------------------------
receivable by the Corporation for the issue or sale of Shares of a
particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that
series for all purposes, subject only to the rights of creditors,
and shall be so recorded upon the books of
2
<PAGE>
account of the Corporation. Such consideration, assets, income,
earnings, profits and proceeds, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, together with any unallocated
items (as hereinafter defined) relating to that series as provided
in the following sentence, are herein referred to as "assets
belonging to" that series. In the event that there are any assets,
income, earnings, profits or proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular
series (collectively "Unallocated Items"), the Board of Directors
shall allocate such Unallocated Items to and among any one or more
of the series created from time to time in such manner and on such
basis as it, in its sole discretion, deems fair and equitable; and
any Unallocated Items so allocated to a particular series shall
belong to that series. Each such allocation by the Board of
Directors shall be conclusive and binding upon the stockholders of
all series for all purposes.
(b) Liabilities Belonging to Series. The assets belonging to each
-------------------------------
particular series shall be charged with the liabilities of the
Corporation in respect of that series, including any class
thereof, and with all expenses, costs, charges and reserves
attributable to that series, including any such class, and shall
be so recorded upon the books of account of the Corporation. Such
liabilities, expenses, costs, charges and reserves, together with
any unallocated items (as hereinafter defined) relating to that
series, including any class thereof, as provided in the following
sentence, so charged to that series, are herein referred to as
"liabilities belonging to" that series. In the event there are any
unallocated liabilities, expenses, costs, charges or reserves of
the Corporation which are not readily identifiable as belonging to
any particular series (collectively "Unallocated Items"), the
Board of Directors shall allocate and charge such Unallocated
Items to and among any one or more of the series created from time
to time in such manner and on such
3
<PAGE>
basis as the Board of Directors in its sole discretion deems fair
and equitable; and any Unallocated Items so allocated and charged
to a particular series shall belong to that series. Each such
allocation by the Board of Directors shall be conclusive and
binding upon the stock holders of all series for all purposes. To
the extent determined by the Board of Directors, liabilities and
expenses relating solely to a particular class (including, without
limitation, distribution expenses under a Rule 12b-1 plan and
administrative expenses under an administration or service
agreement, plan or other arrangement, however designated, which
may be adopted for such class) shall be allocated to and borne by
such class and shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value,
dividends and distributions and liquidation rights of the shares
of such class.
(c) Dividends. Dividends and distributions on Shares of a particular
---------
series may be paid to the holders of Shares of that series at such
times, in such manner and from such of the income and capital
gains, accrued or realized, from the assets belonging to that
series, after providing for actual and accrued liabilities
belonging to that series, as the Board of Directors may determine.
Such dividends and distributions may vary between or among classes
of a series to reflect differing allocations of liabilities and
expenses of such series between or among such classes to such
extent as may be provided in or determined pursuant to Articles
Supplementary filed for record with the State Department of
Assessments and Taxation of Maryland or as may otherwise be
determined by the Board of Directors.
(d) Liquidation. In the event of the liquidation or dissolution of
-----------
the Corporation, the stockholders of each series shall be entitled
to receive, as a series, when and as declared by the Board of
Directors, the excess of the assets belonging to that series over
the liabilities belonging to that series. The assets so
distributable to the stockholders of one or more classes of a
series shall be
4
<PAGE>
distributed among such stockholders in proportion to the
respective aggregate net asset values of the shares of such series
held by them and recorded on the books of the Corporation.
(e) Voting. On each matter submitted to vote of the stockholders,
------
each holder of a Share shall be entitled to one vote for each such
Share standing in his name on the books of the Corporation
irrespective of the series or class thereof and all shares of all
series and classes shall vote as a single class ("Single Class
Voting"); provided, however, that (i) as to any matter with
-
respect to which a separate vote of any series or class is
required by the Investment Company Act of 1940, as amended from
time to time, applicable rules and regulations thereunder, or the
Maryland General Corporation Law, such requirement as to a
separate vote of that series or class shall apply in lieu of
Single Class Voting as described above; (ii) in the event that the
--
separate vote requirements referred to in (i) above apply with
respect to one or more (but less than all) series or classes,
then, subject to (iii) below, the shares of all other series and
classes shall vote as a single class; and (iii) as to any matter
---
which does not affect the interest of a particular series or
class, only the holders of shares of the one or more affected
series or classes shall be entitled to vote.
(f) Conversion. At such times (which times may vary among shares of a
----------
class) as may be determined by the Board of Directors, Shares of a
particular class of a series may be automatically converted into
Shares of another class of such series based on the relative net
asset values of such classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by
the Board of Directors.
(g) Equality. All Shares of each particular series shall represent an
--------
equal proportionate interest in the assets belonging to that
series (subject to the liabilities belonging to that series), but
the provisions of this sentence or any other provision of these
Articles shall not
5
<PAGE>
restrict any distinctions that may exist with respect to
stockholder elections to receive dividends or distributions in
cash or Shares or that may otherwise exist with respect to
dividends and distributions on Shares of the same series."
(c) Striking out the phrase "of any Class" or "and of any Class", as the
case may be (including any punctuation with respect thereto), from the preamble
and subsections (a), (b) and (c) of Section 3 of Article V and Sections 1(c) and
2 of Article VII.
(d) Striking out the last sentence of Section 3(a) of Article V and
inserting in lieu thereof:
"Each holder of the Shares, upon request to the Corporation
accompanied by surrender (to the Corporation, or an agent designated
by it) of the appropriate stock certificate or certificates, if any,
in proper form for transfer, and such other instruments as the Board
of Directors may require, shall be entitled to require the Corporation
to redeem all or any part of the Shares outstanding in the name of
such holder on the books of the Corporation, at a redemption price
equal to the net asset value of such Shares determined as hereinafter
set forth. Notwithstanding the foregoing, the Corporation may deduct
from the proceeds otherwise due to any stockholder requiring the
Corporation to redeem Shares a redemption charge not to exceed one
percent (1%) of such net asset value or a reimbursement charge, a
deferred sales charge or other charge that is integral to the
Corporation's distribution program (which charges may vary within and
among series and classes) as may be established from time to time by
the Board of Directors."
(e) Striking out the words "Class" or "Class or Classes", as the case may
be, from subsections (b) and (d) of Section 1 of Article VII and inserting the
word "series" in lieu thereof.
(f) Striking out Section 1(g) of Article VII and inserting in lieu
thereof:
"(g) To authorize any agreement of the character described in
subsection (e) or (f) of this Section 1 with any person,
corporation, association, partnership or other organization,
although one or more of the members of
6
<PAGE>
the Board of Directors or Officers of the Corporation may be
the other party to any such agreement or an officer,
director, shareholder, or member of such other party, and no
such agreement shall be invalidated or rendered voidable by
reason of the existence of any such relationship. Any
director of the Corporation who is also a director or officer
of such corporation or who is so interested may be counted in
determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such agreement,
and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not
such director or officer of such other corporation or not so
interested. Any agreement entered into pursuant to said
subsections (e) or (f) shall be consistent with and subject
to the requirements of the Investment Company Act of 1940, as
amended from time to time, applicable rules and regulations
thereunder, or any other applicable Act of Congress hereafter
enacted, and no amendment to any agreement entered into
pursuant to said subsection (e) (other than an amendment
reducing the compensation of the other party thereto) shall
be effective unless assented to by the affirmative vote of a
majority of the outstanding voting securities of the
Corporation (as such phrase is defined in the Investment
Company Act of 1940, as amended from time to time) entitled
to vote on the matter."
(g) Striking out Section 3 of Article VII and inserting in lieu thereof:
"SECTION 3. For the purposes referred to in these Articles of
Incorporation, the net asset value of shares of the capital stock of the
Corporation of each series and class as of any particular time (a "determination
time") shall be determined by or pursuant to the direction of the Board of
Directors as follows:
(a) At times when a series is not classified into multiple classes,
the net asset value of each share of stock of a series, as of a
determination time, shall be the quotient, carried out to not less
than two decimal points, obtained by dividing the net value of the
assets of the Corporation
7
<PAGE>
belonging to that series (determined as hereinafter provided) as
of such determination time by the total number of shares of that
series then outstanding, including all shares of that series which
the Corporation has agreed to sell for which the price has been
determined, and excluding shares of that series which the
Corporation has agreed to purchase or which are subject to
redemption for which the price has been determined.
The net value of the assets of the Corporation of a series as of a
determination time shall be determined in accordance with sound
accounting practice by deducting from the gross value of the
assets of the Corporation belonging to that series (determined as
hereinafter provided), the amount of all liabilities belonging to
that series (as such terms are defined in subsection (b) of
Section 2 of Article V), in each case as of such determination
time .
The gross value of the assets of the Corporation belonging to a
series as of such determination time shall be an amount equal to
all cash, receivables, the market value of all securities for
which market quotations are readily available and the fair value
of other assets of the Corporation belonging to that series (as
such terms are defined in subsection (a) of Section 2 of Article
V) at such determination time, all determined in accordance with
sound accounting practice. Securities held shall be valued
pursuant to methods approved by the Board of Directors and in
accordance with applicable statutes and regulations. The
determination of the market value of securities hereunder may be
determined by reference to any recognized source of quotations or
to a valuation service approved by the Board of Directors.
(h) Adding a new subsection (b) to Section 3 of Article VII, as follows:
"(b) At times when a series is classified into multiple classes, the
net asset value of each share of stock of a class of such series
shall be determined in accordance with the
8
<PAGE>
foregoing subsection (a) with appropriate adjustments to reflect
differing allocations of liabilities and expenses of such series
between or among such classes to such extent as may be provided in
or determined pursuant to Articles Supplementary filed for record
with the State Department of Assessments and Taxation of Maryland
or as may otherwise be determined by the Board of Directors."
(i) Striking out Section 4 of Article VII and inserting in lieu thereof:
"SECTION 4. The presence in person or by proxy of the holders of one-
third of the Shares issued and outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of any business at all meetings of the
shareholders, except as otherwise provided by law or in these Articles of
Incorporation and except that where the holders of Shares of any series or class
are entitled to a separate vote as such series or class (each such series or
class, a "Separate Class") or where the holders of Shares of two or more (but
not all) series or classes are required to vote as a single series or class
(each such single series or class, a "Combined Class"), the presence in person
or by proxy of the holders of one-third of the Shares of that Separate Class or
Combined Class, as the case may be, issued and outstanding and entitled to vote
thereat shall constitute a quorum for such vote. If, however, a quorum with
respect to all series, including all classes thereof, a Separate Class or a
Combined Class, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
series, such Separate Class or such Combined Class, as the case may be, present
in person or by proxy and entitled to vote shall have power to adjourn the
meeting from time to time as to all series, such Separate Class or such Combined
Class, as the case may be, without notice other than announcement at the
meeting, until the requisite number of Shares entitled to vote at such meeting
shall be present. At such adjourned meeting at which the requisite number of
Shares entitled to vote thereat shall be represented any business may be
transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all series or classes, or of the
affected series or classes, as the case may be, which may be required by the
laws of the State of Maryland, the Investment Company Act of 1940 or any other
applicable law, or by these Articles of Incorporation, for action upon
9
<PAGE>
any given matter shall not prevent action at such meeting upon any other matter
or matters which may properly come before the meeting, if there shall be present
thereat, in person or by proxy, holders of the number of Shares required for
action in respect of such other matter or matters."
(j) Striking out Section 5 of Article VII and inserting in lieu thereof:
"SECTION 5. Any determination as to any of the following matters made
by or pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the Corporation and every holder of the Shares, of any
series or class, namely, the amount of the assets, obligations, liabilities and
expenses of the Corporation or belonging to any series or with respect to any
class; the amount of the net income of the Corporation from dividends and
interest for any period and the amount of assets at any time legally available
for the payment of dividends with respect to any series or class; the amount of
paid-in surplus, other surplus, annual or other net profits, or net assets in
excess of capital, undivided profits, or excess of profits over losses on sales
of securities belonging to the Corporation or any series or class; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any obligation
or liability for which such reserves or charges shall have been created shall
have been paid or discharged) with respect to the Corporation or any series or
class; the market value, or any sale, bid or asked price to be applied in
determining the market value, of any security owned or held by the Corporation;
the fair value of any asset owned by the Corporation; the number of Shares of
the Corporation of any series or class issued or issuable; the existence of
conditions permitting the postponement of payment of the repurchase price of
Shares of any series or class or the suspension of the right of redemption as
provided by law; any matter relating to the acquisition, holding and disposition
of securities and other assets by the Corporation; any question as to whether
any transaction constitutes a purchase of securities on margin, a short sale of
securities, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution of any
securities; and any matter relating to the issue, sale, repurchase and/or other
acquisition or disposition of Shares of any series or class."
10
<PAGE>
(k) Striking out the words "of all Classes or of the affected Classes, as
the case may be," from Article VIII.
SECOND: The Board of Directors of the Corporation on March 14, 1996,
duly adopted resolutions in which was set forth the foregoing amendments to the
Articles, declaring that the said amendments of the Articles as proposed were
advisable and directing that they be submitted for action thereon by the
stockholders of the Corporation at a meeting to be held on June 19, 1996.
THIRD: Notice setting forth said amendments of the Articles and
stating that a purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all stockholders entitled to
vote thereon. The amendments of the Articles as hereinabove set forth were
approved by the stockholders of the Corporation at said meeting by the
affirmative vote of a majority of all the votes entitled to be cast thereon, as
required by the Articles.
FOURTH: The amendments of the Articles hereinabove set forth have
been duly advised by the Board of Directors and approved by the stockholders of
the Corporation.
FIFTH: This amendment does not increase the number of shares which
the Corporation has authority to issue or decrease the par value of the shares
of capital stock of the Corporation.
11
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Tax-Free Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ____________, 1996.
LORD ABBETT TAX-FREE INCOME FUND, INC.
By: /s/Robert S. Dow
----------------------------------
Robert S. Dow, President
WITNESS:
/s/Kenneth B. Cutler
- ----------------------------
Kenneth B. Cutler, Secretary
12
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Tax-Free Income Fund, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment, of
which this Certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ Robert S. Dow
-------------------------
Robert S. Dow, President
13
<PAGE>
LORD ABBETT TAX-FREE INCOME FUND, INC.
ARTICLES OF AMENDMENT
LORD ABBETT TAX-FREE INCOME FUND, INC., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the Corporation (hereinafter
called the "Articles"), as heretofore amended, are hereby further amended by
specifying the legal name for the existing class of capital stock of each Series
of the Corporation, both outstanding shares and unissued shares, as Class A
shares of such Series.
SECOND: A majority of the entire Board of Directors of the
Corporation on March 14, 1996, duly adopted resolutions approving the foregoing
amendment to the Articles.
THIRD: The amendment of the Articles hereinabove set forth has been
duly approved by the Board of Directors of the Corporation and is limited to a
change expressly permitted by (S) 2-605 of the General Corporation Law of the
State of Maryland to be made without action of the stockholders.
FOURTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended from time to time.
<PAGE>
IN WITNESS WHEREOF, Lord Abbett Tax-Free Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on ____________, 1996.
LORD ABBETT TAX-FREE INCOME
FUND, INC.
By:/s/Robert S. Dow
________________________
Robert S. Dow, President
WITNESS:
/s/Kenneth B. Cutler
- ------------------------------
Kenneth B. Cutler, Secretary
2
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Tax-Free Income Fund, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment, of
which this Certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/Robert S. Dow
------------------------
Robert S. Dow, President
3
<PAGE>
LORD ABBETT TAX-FREE INCOME FUND, INC.
ARTICLES SUPPLEMENTARY
Lord Abbett Tax-Free Income Fund, Inc., a Maryland corporation
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Corporation presently has authority to issue 80,000,000
shares of capital stock of the National Series, 40,000,000 shares of capital
stock of the California Series, 40,000,000 shares of capital stock of the
Connecticut Series, 40,000,000 shares of capital stock of the Hawaii Series,
40,000,000 shares of capital stock of the Minnesota Series, 40,000,000 shares of
capital stock of the Missouri Series, 80,000,000 shares of capital stock of the
New Jersey Series, 80,000,000 shares of capital stock of the New York Series,
40,000,000 shares of capital stock of the Texas Series and 40,000,000 shares of
capital stock of the Washington Series, of the par value $.001 each, previously
classified and designated by the Board of Directors as Class A shares of each
such Series.
SECOND: Pursuant to the authority of the Board of Directors to
classify and reclassify unissued shares of stock of the Corporation and to
classify a series into one or more classes of such series, the Board of
Directors hereby further classifies the capital stock of the Corporation by (i)
-
classifying and reclassifying an additional 40,000,000 authorized but unissued
shares of capital stock of the Corporation as the "National Series" and an
additional 40,000,000 authorized but unissued shares of capital stock of the
Corporation as the "California Series", (ii) classifying and reclassifying
--
20,000,000 authorized but unissued Class A shares of the National Series as
Class C shares of the National Series, 20,000,000 authorized but unissued Class
A shares of the New York Series as Class C shares of the New York Series and
20,000,000 authorized but unissued Class A shares of the California Series as
Class C shares of the California Series and (iii) classifying and reclassifying
20,000,000 authorized but unissued Class A shares of the National Series as
Class B shares of the National Series.
THIRD: Subject to the power of the Board of Directors to classify and
reclassify unissued shares, all shares of the Corporation's Class C stock of the
California Series and the New York Series and the Class C and Class B stock of
the National Series shall be invested in the same investment portfolio of the
Corporation as the Class A stock of the California Series, the New York Series
and the National Series, respectively, and shall have the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption set forth in
Article V of the Articles of Incorporation of the Corporation (hereafter called
the "Articles") and shall be subject to all other provisions of the Articles
relating to stock of the Corporation generally.
<PAGE>
FOURTH: The Class B and Class C shares aforesaid have been duly
classified by the Board of Directors under the authority contained in the
Articles.
IN WITNESS WHEREOF, Lord Abbett Tax-Free Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on July 9, 1996.
LORD ABBETT TAX-FREE INCOME
FUND, INC.
By:/s/Robert S. Dow
------------------------
Robert S. Dow, President
WITNESS:
/s/Kenneth B. Cutler
- ----------------------------
Kenneth B. Cutler, Secretary
2
<PAGE>
THE UNDERSIGNED, President of Lord Abbett Tax-Free Income Fund, Inc., who
executed on behalf of the Corporation the foregoing Articles Supplementary, of
which this Certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/Robert S. Dow
-------------------------
Robert S. Dow, President
3
CONSENT OF INDEPENDENT AUDITORS
Lord Abbett Tax-Free Income Fund, Inc.:
We consent to the incorporation by reference in Post-Effective Amendment No. 25
to Registration Statement No. 2-88912 of our report dated November 6, 1995
appearing in the annual report to shareholders and to the reference to us under
the captions "Financial Highlights" in the Prospectus and "Investment Advisory
and Other Services" and "Financial Statements" in the Statements of Additional
Information both of which are part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
July 12, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 1
<NAME> NATIONAL SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 650147419
<INVESTMENTS-AT-VALUE> 662822422
<RECEIVABLES> 28135514
<ASSETS-OTHER> 85761
<OTHER-ITEMS-ASSETS> 4673
<TOTAL-ASSETS> 691048370
<PAYABLE-FOR-SECURITIES> 36767366
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3581530
<TOTAL-LIABILITIES> 40348896
<SENIOR-EQUITY> 59167
<PAID-IN-CAPITAL-COMMON> 659700227
<SHARES-COMMON-STOCK> 59167629
<SHARES-COMMON-PRIOR> 62355221
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 188464
<ACCUMULATED-NET-GAINS> (19794291)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12675003
<NET-ASSETS> 650699475
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 43425507
<OTHER-INCOME> 0
<EXPENSES-NET> 5294013
<NET-INVESTMENT-INCOME> 38131494
<REALIZED-GAINS-CURRENT> (4496594)
<APPREC-INCREASE-CURRENT> 26432040
<NET-CHANGE-FROM-OPS> 60066940
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 38145154
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6777988
<NUMBER-OF-SHARES-REDEEMED> 11882872
<SHARES-REINVESTED> 1917292
<NET-CHANGE-IN-ASSETS> (11680852)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (15297697)
<OVERDISTRIB-NII-PRIOR> 1867804
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3174906
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5294013
<AVERAGE-NET-ASSETS> 643826917
<PER-SHARE-NAV-BEGIN> 10.62
<PER-SHARE-NII> .626
<PER-SHARE-GAIN-APPREC> .382
<PER-SHARE-DIVIDEND> .628
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.00
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 2
<NAME> NEW YORK SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 311898168
<INVESTMENTS-AT-VALUE> 326804119
<RECEIVABLES> 6411837
<ASSETS-OTHER> 14009
<OTHER-ITEMS-ASSETS> 2173
<TOTAL-ASSETS> 333232138
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1614489
<TOTAL-LIABILITIES> 1614489
<SENIOR-EQUITY> 30577
<PAID-IN-CAPITAL-COMMON> 336536274
<SHARES-COMMON-STOCK> 30576552
<SHARES-COMMON-PRIOR> 32122384
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 1068896
<ACCUMULATED-NET-GAINS> (18755680)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14905951
<NET-ASSETS> 331617649
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21922532
<OTHER-INCOME> 0
<EXPENSES-NET> 2700345
<NET-INVESTMENT-INCOME> 19222187
<REALIZED-GAINS-CURRENT> (6847163)
<APPREC-INCREASE-CURRENT> 15971156
<NET-CHANGE-FROM-OPS> 28346180
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19378819
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3314242
<NUMBER-OF-SHARES-REDEEMED> 5937848
<SHARES-REINVESTED> 1077774
<NET-CHANGE-IN-ASSETS> (6921599)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (11908517)
<OVERDISTRIB-NII-PRIOR> 912264
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1645366
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2700345
<AVERAGE-NET-ASSETS> 329696889
<PER-SHARE-NAV-BEGIN> 10.54
<PER-SHARE-NII> .610
<PER-SHARE-GAIN-APPREC> .316
<PER-SHARE-DIVIDEND> .616
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.85
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 3
<NAME> TEXAS SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 97738639
<INVESTMENTS-AT-VALUE> 99951036
<RECEIVABLES> 1937765
<ASSETS-OTHER> 43829
<OTHER-ITEMS-ASSETS> 302
<TOTAL-ASSETS> 101932932
<PAYABLE-FOR-SECURITIES> 932479
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 695988
<TOTAL-LIABILITIES> 1628467
<SENIOR-EQUITY> 9976
<PAID-IN-CAPITAL-COMMON> 98296205
<SHARES-COMMON-STOCK> 9975696
<SHARES-COMMON-PRIOR> 10826680
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 96922
<ACCUMULATED-NET-GAINS> (107214)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2212397
<NET-ASSETS> 100304466
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6527510
<OTHER-INCOME> 0
<EXPENSES-NET> 619846
<NET-INVESTMENT-INCOME> 5907664
<REALIZED-GAINS-CURRENT> 173610
<APPREC-INCREASE-CURRENT> 4297137
<NET-CHANGE-FROM-OPS> 10378411
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5809683
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 834676
<NUMBER-OF-SHARES-REDEEMED> 1983350
<SHARES-REINVESTED> 297890
<NET-CHANGE-IN-ASSETS> (3531108)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (280824)
<OVERDISTRIB-NII-PRIOR> 194903
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 500416
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 869762
<AVERAGE-NET-ASSETS> 100075249
<PER-SHARE-NAV-BEGIN> 9.59
<PER-SHARE-NII> .571
<PER-SHARE-GAIN-APPREC> .452
<PER-SHARE-DIVIDEND> .563
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.05
<EXPENSE-RATIO> .62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 4
<NAME> NEW JERSEY SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 184137359
<INVESTMENTS-AT-VALUE> 190554113
<RECEIVABLES> 6159905
<ASSETS-OTHER> 245790
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 196959808
<PAYABLE-FOR-SECURITIES> 122517
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5275203
<TOTAL-LIABILITIES> 5397720
<SENIOR-EQUITY> 37251
<PAID-IN-CAPITAL-COMMON> 190092970
<SHARES-COMMON-STOCK> 37251315
<SHARES-COMMON-PRIOR> 37229534
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 216835
<ACCUMULATED-NET-GAINS> (4730802)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6416754
<NET-ASSETS> 191562087
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12032942
<OTHER-INCOME> 0
<EXPENSES-NET> 1337476
<NET-INVESTMENT-INCOME> 10695466
<REALIZED-GAINS-CURRENT> (750270)
<APPREC-INCREASE-CURRENT> 7864384
<NET-CHANGE-FROM-OPS> 17809580
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10767877
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7613373
<NUMBER-OF-SHARES-REDEEMED> 8753334
<SHARES-REINVESTED> 1161742
<NET-CHANGE-IN-ASSETS> 7332400
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (3980532)
<OVERDISTRIB-NII-PRIOR> 144424
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 933520
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1620942
<AVERAGE-NET-ASSETS> 186693622
<PER-SHARE-NAV-BEGIN> 4.95
<PER-SHARE-NII> .287
<PER-SHARE-GAIN-APPREC> .192
<PER-SHARE-DIVIDEND> .289
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.14
<EXPENSE-RATIO> .72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 5
<NAME> CONNECTICUT SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 109677796
<INVESTMENTS-AT-VALUE> 112117312
<RECEIVABLES> 2253018
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 170021
<TOTAL-ASSETS> 114540351
<PAYABLE-FOR-SECURITIES> 391967
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 712188
<TOTAL-LIABILITIES> 1104155
<SENIOR-EQUITY> 11206
<PAID-IN-CAPITAL-COMMON> 113816218
<SHARES-COMMON-STOCK> 11206061
<SHARES-COMMON-PRIOR> 10465448
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 268531
<ACCUMULATED-NET-GAINS> (2551007)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2439516
<NET-ASSETS> 113436196
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6839476
<OTHER-INCOME> 0
<EXPENSES-NET> 449861
<NET-INVESTMENT-INCOME> 6389615
<REALIZED-GAINS-CURRENT> (863091)
<APPREC-INCREASE-CURRENT> 5530910
<NET-CHANGE-FROM-OPS> 11057434
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6378895
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2208179
<NUMBER-OF-SHARES-REDEEMED> 1776654
<SHARES-REINVESTED> 309088
<NET-CHANGE-IN-ASSETS> 11816994
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1687916)
<OVERDISTRIB-NII-PRIOR> 279251
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 542390
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 930605
<AVERAGE-NET-ASSETS> 108468170
<PER-SHARE-NAV-BEGIN> 9.71
<PER-SHARE-NII> .579
<PER-SHARE-GAIN-APPREC> .407
<PER-SHARE-DIVIDEND> .576
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.12
<EXPENSE-RATIO> .41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 6
<NAME> MISSOURI SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 124373452
<INVESTMENTS-AT-VALUE> 129664900
<RECEIVABLES> 2819822
<ASSETS-OTHER> 84603
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 132569325
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 746379
<TOTAL-LIABILITIES> 746379
<SENIOR-EQUITY> 25970
<PAID-IN-CAPITAL-COMMON> 132459900
<SHARES-COMMON-STOCK> 25970462
<SHARES-COMMON-PRIOR> 24532564
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 325387
<ACCUMULATED-NET-GAINS> (5603014)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5291448
<NET-ASSETS> 131822947
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7932995
<OTHER-INCOME> 0
<EXPENSES-NET> 924750
<NET-INVESTMENT-INCOME> 7008245
<REALIZED-GAINS-CURRENT> (2665301)
<APPREC-INCREASE-CURRENT> 7820219
<NET-CHANGE-FROM-OPS> 12163163
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7134709
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3777825
<NUMBER-OF-SHARES-REDEEMED> 3138331
<SHARES-REINVESTED> 798404
<NET-CHANGE-IN-ASSETS> 12133053
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2937713)
<OVERDISTRIB-NII-PRIOR> 198923
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 625187
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1112872
<AVERAGE-NET-ASSETS> 125033636
<PER-SHARE-NAV-BEGIN> 4.88
<PER-SHARE-NII> .277
<PER-SHARE-GAIN-APPREC> .204
<PER-SHARE-DIVIDEND> .281
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.08
<EXPENSE-RATIO> .74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 7
<NAME> HAWAII SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 81917273
<INVESTMENTS-AT-VALUE> 83795900
<RECEIVABLES> 2732120
<ASSETS-OTHER> 38091
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 86566111
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 460998
<TOTAL-LIABILITIES> 460998
<SENIOR-EQUITY> 17519
<PAID-IN-CAPITAL-COMMON> 87632814
<SHARES-COMMON-STOCK> 17519394
<SHARES-COMMON-PRIOR> 19700556
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 304239
<ACCUMULATED-NET-GAINS> (3102089)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1878627
<NET-ASSETS> 86105113
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5437225
<OTHER-INCOME> 0
<EXPENSES-NET> 495544
<NET-INVESTMENT-INCOME> 4941681
<REALIZED-GAINS-CURRENT> (2266214)
<APPREC-INCREASE-CURRENT> 5533332
<NET-CHANGE-FROM-OPS> 8208799
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5058302
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2008926
<NUMBER-OF-SHARES-REDEEMED> 4635494
<SHARES-REINVESTED> 445406
<NET-CHANGE-IN-ASSETS> (6866888)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (835875)
<OVERDISTRIB-NII-PRIOR> 187618
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 430143
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 752342
<AVERAGE-NET-ASSETS> 86029782
<PER-SHARE-NAV-BEGIN> 4.72
<PER-SHARE-NII> .271
<PER-SHARE-GAIN-APPREC> .198
<PER-SHARE-DIVIDEND> .279
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 4.91
<EXPENSE-RATIO> .58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 8
<NAME> WASHINGTON SERIES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 71948756
<INVESTMENTS-AT-VALUE> 74569677
<RECEIVABLES> 1122710
<ASSETS-OTHER> 55107
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 75747494
<PAYABLE-FOR-SECURITIES> 113358
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1274829
<TOTAL-LIABILITIES> 1388187
<SENIOR-EQUITY> 15131
<PAID-IN-CAPITAL-COMMON> 76233167
<SHARES-COMMON-STOCK> 15131351
<SHARES-COMMON-PRIOR> 16691310
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 109770
<ACCUMULATED-NET-GAINS> (4385011)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2620921
<NET-ASSETS> 74359307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4697729
<OTHER-INCOME> 0
<EXPENSES-NET> 394232
<NET-INVESTMENT-INCOME> 4303497
<REALIZED-GAINS-CURRENT> (2102172)
<APPREC-INCREASE-CURRENT> 4845905
<NET-CHANGE-FROM-OPS> 7047230
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4454972
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1016217
<NUMBER-OF-SHARES-REDEEMED> 3072443
<SHARES-REINVESTED> 496267
<NET-CHANGE-IN-ASSETS> (4494381)
<ACCUMULATED-NII-PRIOR> (2282839)
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 368444
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 503863
<AVERAGE-NET-ASSETS> 73690843
<PER-SHARE-NAV-BEGIN> 4.72
<PER-SHARE-NII> .277
<PER-SHARE-GAIN-APPREC> .200
<PER-SHARE-DIVIDEND> .287
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 4.91
<EXPENSE-RATIO> .53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000737800
<NAME> LORD ABBETT TAX-FREE INCOME FUND, INC.
<SERIES>
<NUMBER> 9
<NAME> MINNESOTA SERIES
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> DEC-27-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 4041547
<INVESTMENTS-AT-VALUE> 4082388
<RECEIVABLES> 167616
<ASSETS-OTHER> 413269
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4663273
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 348124
<TOTAL-LIABILITIES> 348124
<SENIOR-EQUITY> 862
<PAID-IN-CAPITAL-COMMON> 4231947
<SHARES-COMMON-STOCK> 862148
<SHARES-COMMON-PRIOR> 210
<ACCUMULATED-NII-CURRENT> 971
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 41390
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 40841
<NET-ASSETS> 4315149
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 112411
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 112411
<REALIZED-GAINS-CURRENT> 41390
<APPREC-INCREASE-CURRENT> 40841
<NET-CHANGE-FROM-OPS> 194642
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 111440
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 888992
<NUMBER-OF-SHARES-REDEEMED> 40533
<SHARES-REINVESTED> 13479
<NET-CHANGE-IN-ASSETS> 4314149
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9450
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15635
<AVERAGE-NET-ASSETS> 2453313
<PER-SHARE-NAV-BEGIN> 4.76
<PER-SHARE-NII> .230
<PER-SHARE-GAIN-APPREC> .249
<PER-SHARE-DIVIDEND> .229
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.01
<EXPENSE-RATIO> .00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
