LORD ABBETT TAX FREE INCOME FUND INC
497, 1996-02-09
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LORD ABBETT
TAX-FREE INCOME FUND, INC.
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203
800-426-1130



OUR FUND,  LORD ABBETT  TAX-FREE  INCOME FUND,  INC., IS AN OPEN-END  MANAGEMENT
INVESTMENT  COMPANY  CURRENTLY  CONSISTING OF NINE SEPARATE  SERIES THE NATIONAL
SERIES,  THE CONNECTICUT  SERIES,  THE HAWAII SERIES,  THE MINNESOTA SERIES, THE
MISSOURI SERIES,  THE NEW JERSEY SERIES,  THE NEW YORK SERIES,  THE TEXAS SERIES
AND THE WASHINGTON  SERIES.  UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE ACT),
THE NATIONAL SERIES IS DIVERSIFIED;  EACH OF THE OTHER SERIES IS NONDIVERSIFIED.
HOWEVER,  ALL  THE  SERIES  INTEND  TO  MEET  THE  DIVERSIFICATION  RULES  UNDER
SUBCHAPTER M OF THE INTERNAL  REVENUE CODE. EACH SERIES SEEKS AS HIGH A LEVEL OF
INTEREST   INCOME  EXEMPT  FROM  FEDERAL  INCOME  TAX  AS  IS  CONSISTENT   WITH
PRESERVATION  OF CAPITAL.  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  PRESERVATION OF CAPITAL.  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 FEBRUARY 1, 1996.


PROSPECTUS
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS.  SHAREHOLDER  INQUIRIES SHOULD
BE MADE IN  WRITING TO THE FUND OR BY  CALLING  800-821-5129.  YOU ALSO CAN MAKE
INQUIRIES THROUGH YOUR BROKER-DEALER.
SHARES OF THE  SERIES ARE NOT  DEPOSITS  OR  OBLIGATIONS  OF, OR  GUARANTEED  OR
ENDORSED BY, ANY BANK,  AND THE SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
AN  INVESTMENT  IN THE SERIES  INVOLVES  RISKS,  INCLUDING  THE POSSIBLE LOSS OF
PRINCIPAL.


                    CONTENTS                 PAGE

          1       Investment Objectives      2
          2       Fee Table                  2
          3       Financial Highlights       3
          4       How We Invest              6
          5       Purchases                  10
          6       Shareholder Services       12
          7       Our Management             13
          8       Dividends, Capital Gains
                  Distributions and Taxes    14
          9       Redemptions                16
          10      Performance                16

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  preservation  of
capital.  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 states personal income
tax and, in the case of the New York Series,  from New York City personal income
tax, as is consistent with  preservation of capital.  At present,  neither Texas
nor Washington imposes a personal income tax.

2    FEE TABLE

A summary of each Series  expenses 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>


SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)     NATIONAL   CONNECTICUT  HAWAII  MINNESOTA  MISSOURI  NEW JERSEY  NEW YORK  TEXAS  WASHINGTON
                                        --------   -----------  ------  ---------  --------  ----------  --------  -----  ----------
<S>                                     <C>       <C>          <C>     <C>        <C>       <C>         <C>       <C>    <C>
Maximum Sales Load(1) on Purchases
(See "Purchases")                         4.75%       4.75%     4.75%     4.75%      4.75%     4.75%       4.75%   4.75%     4.75%
Deferred Sales Load(1) (See "Purchases")  None(2)     None(2)   None(2)   None(2)    None(2)   None(2)   None(2)   None(2)   None(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS 
AFTER MANAGEMENT FEE WAIVERS AND EXPENSE
SUBSIDIES)
Management Fees (See "Our Management")   .49%        .06%(3)    .20%(3)   .00%       .35%(3)    .35%(3)    .50%    .25%(3)   .35%(3)
12b-1 Fees (See "Purchases")             .24%        .25%       .27%      None(4)    .24%       .26%       .23%    .25%      None(4)
Other Expenses (See "Our Management")    .09%        .10%       .11%       .00%(3)   .15%       .11%       .09%    .12%      .18%
- ------------------------------------------------------------------------------------------------------------------------------------
Total Operating Expense Ratios           .82%        .41%       .58%       .00%(3)   .74%       .72%       .82%    .62%      .53%
<FN>
Example:

Assume each Series'  annual  return is 5% and there is no change in the level of
expenses  described  above.  For every $1,000 invested with  reinvestment of all
dividends and  distributions  you would pay the following  total expenses if you
closed your account after the number of years indicated:

                    1 year(5)     3 years(5)     5 years(5)     10 years(5)

National Series       $55            $72            $91            $101
Connecticut Series    $51            $60            $69            $74
Hawaii Series         $53            $65            $78            $85
Minnesota Series      $48            $48            $48            $48
Missouri Series       $55            $70            $87            $96
New Jersey Series     $55            $69            $86            $94
New York Series       $55            $72            $91            $101
Texas Series          $54            $66            $80            $88
Washington Series     $53            $64            $76            $82

(1)  Sales "load" is referred to as sales "charge" and "deferred  sales load" is
     referred to as "contingent  deferred  reimbursement  charge" throughout the
     Prospectus.
(2)  Redemptions  of shares on which a Series' 1% Rule 12b-1 sales  distribution
     fee for  purchases  of $1 million or more has been paid are subject to a 1%
     contingent deferred  reimbursement  charge, if the redemption occurs within
     24 months after the month of purchase.
(3)  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.
(4)  For the Minnesota and Washington Series,  these figures omit the Rule 12b-1
     fees  because  the Fund cannot  predict  when the net assets of each Series
     will reach the required level for effectiveness of its Plan. The Rule 12b-1
     fees  are (1)  for  service  (a)  with  respect  to the  National,  Hawaii,
     Minnesota, New Jersey, New York, Texas and Washington Series, equal to .15%
     of the average daily net asset value of each Series' shares sold by dealers
     prior to the  effective  date of each  Series' Plan and .25% of the average
     daily net asset value of such shares sold on or after that date or (b) with
     respect to the Connecticut and Missouri  Series,  .25% of the average daily
     net asset value of shares sold by dealers from commencement of each Series'
     public  offering (and payable  beginning  after the effective  date of each
     Series' Plan) and (2) a one-time 1% sales  distribution  fee at the time of
     sale on such shares sold at net asset value of $1 million or more.
(5)  Based on total operating expenses shown in the table above.

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 Funds  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 SHARE OPERATING                         SEPTEMBER 30,                 ENDED                    YEAR ENDED MARCH 31,
PERFORMANCE:                            1995    1994    1993    1992  SEPT. 30, 1991*   1991     1990    1989    1988    1987   1986
- ------------------------------------------------------------------------------------------------------------------------------------
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%

NEW YORK SERIES
                                             YEAR ENDED                 SIX MONTHS
PER 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%


</TABLE>


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