PRELIMINARY PROXY
LORD ABBETT GLOBAL FUND, INC.
A Lord Abbett Managed Investment Company
The GM Building 767 Fifth Avenue New York, NY 10153-0203 (212) 848-1800
Dear Shareholder:
You are cordially invited to attend the Special Meeting of
Shareholders of the Equity Series of Lord Abbett Global Fund, Inc. scheduled to
be held on September 15, 1998, at 11:00 a.m., at 875 Third Avenue, New York, New
York. Your Board of Directors looks forward to greeting those shareholders who
are able to attend.
At the meeting, the shareholders of the Equity Series will be asked to vote
on a proposed Sub-Investment Management Agreement between Lord, Abbett & Co. and
Fuji Investment Management Co. (Europe) Ltd. and to vote on the same agreement,
in anticipation of Lord, Abbett & Co.'s acquisition of a 25% or greater
ownership interest in Fuji Investment Management Co. (Europe) Ltd.
The proposals are described fully in the enclosed proxy
statement. I encourage you to review the proxy statement for all the details
regarding the meeting agenda.
Your Board of Directors believes these proposals are in the
best interest of the Series' shareholders and unanimously recommends a vote
"for" both proposals. No matter how many shares you own, it is important that
they be represented and voted. Accordingly, please sign, date and mail the
enclosed proxy card in the postage paid return envelope.
Your prompt response will help save the Series the expense of
additional solicitation.
Sincerely,
Robert S. Dow
Chairman of the Board
July 7, 1998
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LORD ABBETT GLOBAL FUND, INC.
767 Fifth Avenue
New York, New York 10153
NOTICE OF SPECIAL MEETING OF EQUITY SERIES SHAREHOLDERS
TO BE HELD
September 15, 1998
PROXY STATEMENT
PLEASE SIGN AND MAIL THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, EVEN IF YOU OWN ONLY A FEW SHARES. YOUR PROMPT
RETURN OF THE PROXY MAY SAVE THE EQUITY SERIES THE EXPENSE
OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THIS MEETING.
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LORD ABBETT GLOBAL FUND, INC.
EQUITY SERIES
767 Fifth Avenue
New York, New York 10153
Notice of Special Meeting of Equity Series Shareholders
To Be Held September 15, 1998 July 7, 1998
Notice is given hereby of a special meeting of the shareholders of the Equity
Series (the Series) of Lord Abbett Global Fund, Inc. (the "Fund"). The meeting
will be held on the 23rd floor, 875 Third Avenue, New York, New York, on
Tuesday, September 15, 1998, at 11:00 a.m., for the following purposes and to
transact such other business as may properly come before the meeting and any
adjournments thereof.
ITEM 1. To approve or disapprove a new Sub-Investment Management Agreement with
Fuji Investment Management Co. (Europe) Ltd. (the "Sub-Adviser"), as
described in the proxy statement.
ITEM 2. To approve or disapprove the same Sub-Investment Management Agreement,
in anticipation of Lord Abbett & Co.'s acquisition of a 25% or greater
ownership interest in the Sub-Adviser, as described in the proxy statement.
By order of the Board of Directors
Paul A. Hilstad
Vice President and Secretary
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The Board of Directors has fixed the close of business on June 24, 1998 as the
record date for determination of shareholders of the Equity Series entitled to
notice of and to vote at the meeting. Shareholders are entitled to one vote for
each share held. As of June 24, 1998, there were _______ shares of the Equity
Series issued and outstanding.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
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LORD ABBETT GLOBAL FUND, INC.
767 Fifth Avenue
New York, New York 10153
July 7, 1998
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors of Lord
Abbett Global Fund, Inc., a diversified, open-end management investment company
organized as a Maryland corporation (the "Fund"), for use at a special meeting
of shareholders of the Equity Series (the ASeries@) of the Fund to be held at
11:00 a.m. on Tuesday, September 15, 1998 on the 23rd floor, 875 Third Avenue,
New York, New York 10153, and at any adjournments thereof. This proxy statement
and the enclosed proxy card are first being mailed to shareholders on or about
July 7, 1998.
At the close of business on June 24, 1998 (the "Record Date"),
there were issued and outstanding ________ shares of the Series. Only
shareholders of record at the close of business on the Record Date are entitled
to notice of, and to vote at, the special meeting or any adjournment thereof.
Proxies will be solicited by mail. Additional solicitations may be made by
telephone, facsimile or personal contact by officers or employees of Lord Abbett
and its affiliates. The Fund also may request brokerage houses, custodians,
nominees, and fiduciaries who are shareholders of record to forward proxy
materials to beneficial owners. The cost of the solicitation initially will be
borne one-half by the Series and one-half by Lord Abbett & Co., the investment
manager of the Fund ("Lord Abbett").
Shareholders are entitled to one vote for each full share, and
a proportionate vote for each fractional share, of the Series held as of the
Record Date. Under Maryland law, shares owned by two or more persons (whether as
joint tenants, co-fiduciaries or otherwise) will be voted as follows, unless a
written instrument or court order providing to the contrary has been filed with
the Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if
more than one votes, the vote of the majority binds all; and (3) if more than
one votes and the vote is evenly divided, the vote will be cast proportionately.
If the enclosed form of proxy is properly executed and returned in time to be
voted at the meeting, the proxies named therein will vote the shares represented
by the proxy in accordance with the instructions marked thereon. Unmarked
proxies will be voted FOR the item described in this Proxy Statement and any
other matters as deemed appropriate. A proxy may be revoked by the signer at any
time at or before the meeting by written notice to the Fund, by execution of a
later-dated proxy or by voting in person at the meeting.
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1. PROPOSAL TO APPROVE A NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
Lord Abbett serves as the Fund's investment manager and is responsible for
providing the Fund with a continuous investment program pursuant to an
Investment Management Contract dated August 29, 1988 (the "Management
Contract"). The Management Contract was most recently approved by the
shareholders of the Fund at an annual meeting held on May 10, 1989.
At a meeting of the Directors held on April 15, 1998, the Directors unanimously
voted to terminate the Sub-Investment Management Agreement with Dunedin Fund
Managers Limited, effective June 14, 1998.
At a meeting of the Directors held on May 5, 1998, the Directors, including all
of the Independent Directors, unanimously approved a new Sub-Investment
Management Agreement (the "Sub-Investment Management Agreement") between Lord
Abbett and Fuji Investment Management Co. (Europe) Ltd. ("the Sub-Adviser"),
effective June 15, 1998. Under the Sub-Investment Management Agreement, the
Sub-Adviser serves as a sub-adviser to the Series.
The Sub-Adviser is an affiliate of Fuji Bank Limited of Tokyo, Japan ("Fuji
Bank"). Fuji Bank owns 40% of the outstanding voting stock of the Sub-Adviser,
and an affiliate of Fuji Bank, Fuji Investment Management Co. (Tokyo) ("FIMCO
Tokyo"), owns approximately 51% of the outstanding voting stock. Lord Abbett
indirectly owns a minor percentage of the outstanding voting stock, through Fuji
Bank, and intends to increase its ownership interest as described below under
Proposal 2.
Christopher Taylor, Deputy Managing Director of the Sub-Adviser, serves as
portfolio manager for the Series. He has been with the Sub-Adviser and its
predecessor since 1987 and has 15 years of investment experience. The names and
addresses of all of the officers and directors of the Sub-Adviser are set forth
below.
Kunitake Nomura Chairman and Director
President, FIMCO Tokyo
Tokyo, Japan
Hiroaki Kobayashi Managing Director*
London, UK
Chris Taylor Deputy Managing Director*
Head of Equity Fund
Management and Research
London, UK
Terunobu Toriumi Director
___________, FIMCO Tokyo
Tokyo, Japan
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Osamu Kita Director
___________, FIMCO Tokyo
London, UK
Magane Ide Director
___________, FIMCO Tokyo
Tokyo, Japan
Hideshi Iwai Director
___________, Fuji Bank
Tokyo, Japan
Junji Miyamoto Director
_________, Fuji International
London, UK
Alan Howell Associate Director,
Compliance Officer*
Fuji International
London, UK
Stuart Wigfall Associate Director, Head of
Bonds and Treasury*
Fuji International
London, UK
Yoshitaka Yoshino Senior Manager, Fund Manager*
Fuji International
London, UK
Atul Sangani Manager, Company Accounting,
Fund Accounting*
Fuji International
London, UK
Janice Laugharne Manager, Settlement*
Fuji International
London, UK
Warren Goillau Manager, Fund Manager*
Fuji International
London, UK
* Principal Occupation
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Under the Sub-Investment Management Agreement, the Sub-Adviser provides the Fund
with advice and recommendations regarding the Fund's investments. The
Sub-Adviser also provides the Fund on a continuous basis with economic and
financial information, as well as other research and assistance.
A form of the Sub-Investment Management Agreement is attached to this Proxy
Statement as Exhibit A. The material terms of the Sub-Investment Management
Agreement are described below, although the description below is qualified by
reference to Exhibit A.
MATERIAL PROVISIONS OF THE SUB-INVESTMENT MANAGEMENT AGREEMENT
A. Compensation
The Sub-Investment Management Agreement provides that the Sub-Adviser is
required to pay all expenses that it incurs in connection with the performance
of its duties under the Agreement. The Sub-Investment Management Agreement also
provides that Lord Abbett, not the Fund, shall pay the sub-advisory fees.
Pursuant to the Sub-Investment Management Agreement, Lord Abbett pays the
Sub-Adviser a fee at the annual rate of 0.375% of the average daily net assets
of the Fund. Lord Abbett will pay this fee to the Sub-Adviser within ten
business days of receipt by Lord Abbett of the advisory fee payable to it by the
Series under its Management Contract.
The Sub-Adviser also serves as sub-adviser to the International Series of the
Lord Abbett Securities Trust ("International Series"), at the same fee rate as
in the Sub-Investment Management Agreement. The following table compares the
sub-advisory fees and sizes of the Equity Series and the International Series.
Fund Sub-Advisory Fee Rate Total Assets as of May 31, 1998
Equity .375 of 1% of average $84,196,747
Series daily net assets
International .375 of 1% of average $114,425,180
Series daily net assets
B. Term
The Sub-Investment Management Agreement took effect on June 15, 1998. If
approved by shareholders of the Series, the Sub-Investment Management Agreement
will remain in effect until June 15, 2000. Thereafter, the Sub-Investment
Management Agreement will continue in effect from year to year subject to the
annual approval of its continuance as described below under "Termination,
Continuance and Amendment."
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C. Termination, Continuance and Amendment
Except as described above, the Sub-Investment Management Agreement will continue
from year to year subject to annual approval of its continuance by a majority of
the Independent Directors, cast in person at a meeting called for the purpose of
voting on such approval, and annual approval by either (a) the Directors of the
Fund, or (b) a majority of the Fund's outstanding voting securities, as defined
in the 1940 Act. The Sub-Investment Management Agreement is terminable at any
time without penalty on 60 days' written notice by the Directors, by a vote of a
majority of the Fund's outstanding voting securities, or by Lord Abbett or the
Sub-Adviser, as the case may be. The Sub-Investment Management Agreement
terminates automatically in the event of its assignment or in the event that
Lord Abbett ceases to act as the Fund's investment adviser.
D. Limitation of Liability
The Sub-Investment Management Agreement provides that the Sub-Adviser will not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or Lord Abbett in connection with the matters to which the Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by the Sub-Adviser of its obligations and duties under
the Agreement.
For the fiscal year ended December 31, 1997, the Series paid fees of $636,532 to
Lord Abbett for its investment management services and fees of $245,782 to Lord
Abbett Distributor LLC, a subsidiary of Lord Abbett, for its services under the
Series' plan of distribution.
E. Analysis of Proposal and Review of Directors
The Directors have determined that the terms of the Sub-Investment Management
Agreement are fair and reasonable. In approving the Sub-Investment Management
Agreement and recommending its approval by the shareholders of the Series, the
Directors, including the Independent Directors, considering the best interest of
the shareholders of the Fund and the Series, took into account all factors they
deemed relevant. These factors and the Directors' related analysis are described
below.
The Directors also considered the proposed relationship between the Sub-Adviser
and Lord Abbett as described in Proposal 2 below. Following the transactions
described there, Lord Abbett will hold a 25% or greater equity interest in the
Sub-Adviser. Thus, the interests of Lord Abbett, and indirectly the Fund, will
be represented with respect to the Sub-Adviser.
Throughout the review process, the Independent Directors were advised by counsel
to the Fund, who was not counsel to Lord Abbett or the Sub-Adviser.
<PAGE>
F. Directors' Evaluation and Recommendation
The Directors, including all of the Independent Directors, by a vote cast at a
meeting held on June 17, 1998, unanimously voted to recommend to the
shareholders of the Series that they vote to approve the Sub-Investment
Management Agreement. If the Sub-Investment Management Agreement is not approved
by the shareholders of the Series, the Directors would consider what additional
action, if any, is appropriate.
The Directors, in considering whether to approve and recommend to shareholders
that they vote to approve the Sub-Investment Management Agreement, considered
the terms of the Sub-Investment Management Agreement, the quality and experience
of the Sub-Adviser's management, and the investment performance of the accounts
managed by the Sub-Adviser. Although the Directors considered all of these
factors, they noted in particular the experience of Mr. Taylor, the historical
performance of the International Series, which the Sub-Adviser has advised since
1996, and the fact that the terms of the Sub-Investment Management Agreement are
substantially identical to those of the previous Sub-Investment Management
Agreement.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED SUB-ADVISORY AGREEMENT.
G. Required Vote
Approval of this proposal requires the affirmative vote of a "majority" of the
Series' outstanding voting securities. A majority means the lesser of (i) 67% or
more of the Series' shares present at the Meeting if the holders of more than
50% of the Series' outstanding shares are present or represented by proxy at the
Meeting or (ii) more than 50% of the Series' outstanding shares (a "1940 Act
Majority Shareholder Vote").
2. PROPOSAL TO APPROVE A NEW SUB-INVESTMENT MANAGEMENT AGREEMENT IN
ANTICIPATION OF LORD ABBETT'S ACQUISITION OF A 25% OR GREATER OWNERSHIP
INTEREST IN THE SUB-ADVISER
Lord Abbett is negotiating to increase its ownership interest in the
Sub-Adviser. Lord Abbett currently has a small indirect ownership interest in
the Sub-Adviser, as described in Proposal 1. Lord Abbett anticipates increasing
its ownership interest in the Sub-Adviser by purchasing from the Sub-Adviser
shares of its voting common stock. Although the terms of the transaction have
not been definitively resolved, Lord Abbett expects to own at least 25% of the
Sub-Adviser's outstanding voting stock as a result of the transaction, which it
now anticipates will take place in several stages. Lord Abbett also expects to
have a representative of the board of directors of the Sub-Adviser and that the
Sub-Adviser's name will be modified to include "Lord Abbett" Under the 1940 Act,
this transaction may result in an assignment of the Sub-Investment Management
Agreement, resulting in its termination. Accordingly, the Board of Directors
recommends that shareholders approve a new Sub-Investment Management Agreement,
on the same terms and for the same reasons as the agreement described in
Proposal 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED SUB-ADVISORY AGREEMENT.
3. OTHER INFORMATION
Management is not aware of any matters to come before the
meeting other than those set forth in the notice. If any such other matters do
come before the meeting, the individuals named as proxies will vote, act, and
consent with respect thereto in accordance with their best judgment.
a. TIMELINESS OF SHAREHOLDER PROPOSALS.
Any shareholder proposals to be presented for action at the
Fund's next shareholder meeting pursuant to the provisions of Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, must be received at the Fund's
principal executive offices within a reasonable time in advance of the date
solicitation is made for such meeting. The Fund does not intend to hold another
annual or special meeting of shareholders unless required to do so by the Act.
b. INVESTMENT ADVISER AND UNDERWRITER.
Lord, Abbett & Co., 767 Fifth Avenue, New York, New York,
10153, (Lord Abbett) acts as investment adviser and Lord Abbett Distributor
LLC, a subsidiary of Lord Abbett located at the same address, acts as principal
underwriter with respect to the Fund.
<PAGE>
c. ANNUAL REPORT AVAILABLE UPON REQUEST.
The Fund will furnish, without charge, a copy of the Fund's
most recent annual report and the most recent semi-annual report succeeding the
annual report, if any, to a shareholder upon request. A shareholder may obtain
such report(s) by writing to the Fund or by calling 800-874-3733.
LORD ABBETT GLOBAL FUND, INC.
Paul A. Hilstad
Vice President and Secretary
<PAGE>
Exhibit A
May ___, 1998
Fuji Investment Management Co. (Europe) Ltd.
River Plate House
7-11 Finsbury Circus
London EC2M 7HJ, England
SUB-INVESTMENT MANAGEMENT AGREEMENT
Dear Sirs:
Lord Abbett Global Fund, Inc. (the "Fund") has been organized as a
Corporation under the laws of the State of Maryland to engage in the business of
an investment company. This Agreement is made with respect to the Equity Series
of the Fund. The Fund's directors have selected Lord Abbett & Co. (the
"Adviser") to provide overall investment advice and management for the Fund, and
to provide certain other services, under the terms and conditions provided in
the Management Agreement, dated August 29, 1988, between the Fund and the
Adviser (the "Management Agreement"). The Adviser and the directors of the Fund
have selected Fuji Investment Management Co. (Europe) Ltd., River Plate House,
7-11 Finsbury Circus, London EC2M 7HJ, England (the "Sub-Adviser") to provide
the Adviser and the Fund with the advice and services set forth below with
respect to such portion of the assets of the Equity Series as the Adviser, in
consultation with the Sub-Adviser, shall allocate pursuant to Section 3 of this
Agreement to investments in countries other than the United States (the "Foreign
Assets") and the Sub-Adviser is willing to provide such advice and services,
subject to the review of the directors and overall supervision of the Adviser,
under the terms and conditions hereinafter set forth. The Sub-Adviser hereby
represents and warrants (i) that it is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended and (ii) it is a member of
Investment Management Regulatory Organization Limited ("IMRO") and is regulated
by IMRO in the conduct of its Investment Business.
The Adviser agrees with the Sub-Adviser as follows:
1. DELIVERY OF DOCUMENTS. The Fund has furnished the Sub-Adviser with
copies, properly certified or otherwise authenticated, of each of the following:
(a) Articles of Incorporation of the Fund, filed in
Maryland on February 23, 1988 (the "Articles").
(b) By-Laws of the Fund as in effect on the date hereof.
<PAGE>
(c) Resolutions of the directors of the Fund selecting the
Sub-Adviser as sub-adviser to the Adviser with respect to the Equity Series of
the Fund (the "Series") and approving the form of this Agreement.
(d) Resolutions of the directors of the Fund selecting the
Adviser as investment adviser to the Fund and approving the form of the
Adviser's Management Agreement with the Fund.
(e) The Adviser's Management Agreement with the Fund.
(f) Commitments, limitations and undertakings made by the Fund
to state "blue sky" authorities for the purpose of qualifying shares of the Fund
for sale in such states.
(g) The Adviser's and the Fund's Code of Ethics as currently
in effect.
The Fund will furnish the Sub-Adviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. INVESTMENT SERVICES. The Sub-Adviser will use its best efforts to
provide to the Adviser for the Series a continuing and suitable investment
program with respect to investments in Foreign Assets, consistent with the
investment policies, objectives and restrictions of the Series. In the
performance of the Sub-Adviser's duties hereunder, subject always (i) to the
provisions contained in the documents delivered to the Sub-Adviser pursuant to
Section 1, as each of the same may from time to time be amended or supplemented,
and (ii) to the limitations set forth in the registration statement of the Fund
as in effect from time to time under the Securities Act of 1933, as amended, the
Sub-Adviser will, at its own expense with respect to the Foreign Assets:
(a) furnish the Adviser with advice and recommendations with
respect to the Foreign Assets, consistent with the investment policies,
objectives and restrictions of the Series, including advice on the selection and
allocation of investments among foreign securities markets and among foreign
equity and debt securities;
(b) subject to prior consultation with the Adviser, except as
such consultation shall be waived or limited by the Adviser, determine which
portfolio securities of the Series consisting of Foreign Assets should be
purchased, held or disposed of and what portion of such assets, if any, should
be held in cash or equivalents denominated in United States dollars or foreign
currencies;
(c) subject to prior consultation with the Adviser, except as
such consultation shall be waived or limited by the Adviser, make decisions for
the Series respecting foreign currency matters having regard to foreign exchange
controls, if any, including determinations with respect to entering into forward
foreign exchange contracts;
(d) subject to prior consultation with the Adviser, except as
such consultation shall be waived or limited by the Adviser, make determinations
as to the manner in which voting rights, subscription rights, rights to consent
to corporate action and any other rights pertaining to the Series' Foreign
Assets shall be exercised;
<PAGE>
(e) furnish the Adviser with research, economic and
statistical data in connection with the Series' investments and investment
policies respecting Foreign Assets;
(f) submit such reports relating to the valuation of the
Series' securities consisting of Foreign Assets, including forward foreign
exchange contracts relating to such Foreign Assets, as the Adviser may
reasonably request;
(g) engage in negotiations relating to the Series' investments
in Foreign Assets with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors;
(h) consistent with the provisions of Section 8 of this
Agreement, place all orders for the purchase, sale or exchange of portfolio
securities consisting of Foreign Assets for the Series' account with brokers or
dealers selected by the Sub-Adviser, PROVIDED that in connection with the
placing of such orders and the selection of such brokers or dealers the
Sub-Adviser shall seek to obtain execution and pricing within the policy
guidelines determined by the directors and set forth in the Prospectus and
Statement of Additional Information of the Fund.
(i) from time to time or at any time requested by the Adviser
or the Fund's directors, make reports to the Adviser or the Fund, as requested,
of the Sub-Adviser's performance of the foregoing services;
(j) subject to the supervision of the Adviser, maintain and
preserve the records required by the Investment Company Act of 1940 to be
maintained by the Sub-Adviser (the Sub-Adviser agrees that such records are the
property of the Fund and will be surrendered to the Fund promptly upon request
therefor);
(k) obtain and evaluate such information relating to
economies, industries, businesses and securities markets, as well as portfolio
securities of the Series, as the Sub-Adviser may deem necessary or useful in the
discharge of its duties hereunder;
(l) give instructions to the custodian and any sub-custodian
of the Series as to deliveries of securities to and from such custodian or
sub-custodian, transfer of currencies and payments of cash for the account of
the Series, and advise the Adviser on the same day such instructions are given;
and
(m) cooperate generally with the Fund and the Adviser to
provide information necessary for the preparation of registration statements and
periodic reports to be filed with the Securities and Exchange Commission,
including Forms N-1A and N-SAR, periodic statements, shareholder communications
and proxy materials furnished to holders of shares of the Fund, filings with
state "blue sky" authorities and with United States and foreign agencies
responsible for tax matters, and other reports and filings of like nature.
<PAGE>
4. EXPENSES PAID BY THE SUB-ADVISER. The Sub-Adviser will pay the cost
of maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone and
other facilities it is obligated to provide in order to perform the services
specified in Section 2, and any other expenses incurred by it in connection with
the performance of its duties hereunder.
5. EXPENSES OF THE FUND NOT PAID BY THE SUB-ADVISER. The Sub-Adviser
will not be required to pay any expenses which this Agreement does not expressly
state shall be payable by it. In particular, and without limiting the generality
of the foregoing but subject to the provisions of Section 4, the Sub-Adviser
will not be required to pay:
(a) the compensation and expenses of directors of the Fund,
and of independent advisers, independent contractors, consultants, managers and
other agents employed by the Fund other than through the Sub-Adviser;
(b) legal, accounting and auditing fees and expenses of the
Fund;
(c) the fees or disbursements of custodians, sub-custodians
and depositories of the Series' assets, transfer agents, disbursing agents, plan
agents and registrars;
(d) taxes and governmental fees assessed against the Fund's
assets and payable by the Series;
(e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to shareholders, except that
the Sub-Adviser shall bear the costs of providing the information referred to in
Section 2(m);
(f) brokers' commissions and underwriting fees;
(g) fees and other expenses related to foreign currency
transactions, including entering into forward foreign exchange contracts; and
(h) the expense of periodic calculations of the net asset
value of the Fund's shares.
6. COMPENSATION OF THE SUB-ADVISER. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as herein
provided, the Adviser will pay the Sub-Adviser each month a fee equal to
one-half of the Adviser's fee received from the Fund pursuant to the Management
Agreement during such month for services provided on or after the date of this
Agreement, computed and paid in United States dollars. Under the Management
Agreement as in effect on the date hereof, the Sub-Adviser's fee is 0.375% of
the average daily net assets of the Series, subject to waiver or subsidy by the
Adviser of all or a portion of the fees due to it under the Management
Agreement. The Fund shall not be liable to the Sub-Adviser for the Sub-Adviser's
compensation hereunder.
<PAGE>
If in any fiscal year of the Fund the Adviser is required, or deems it
appropriate, to reduce its fee or to reimburse expenses of the Fund pursuant to
the terms of its Management Agreement with the Fund, the Sub-Adviser will
likewise reduce its fee or reimburse the Adviser, within 30 days after the
Adviser has notified the Sub-Adviser that the Adviser has so reduced its fee or
reimbursed the Fund, in an amount equal to one half of such reduction or
reimbursement. If any such management fees are later repaid by the Fund, one
half of such repayment will be paid to the Sub-Adviser. The net asset value of
the Fund shall be determined pursuant to the provisions of the Fund's Prospectus
and Statement of Additional Information. The Adviser agrees that no voluntary
reductions in its fee will be made without prior consultation with the
Sub-Adviser.
7. OTHER ACTIVITIES OF THE SUB-ADVISER AND ITS AFFILIATES. Nothing
herein contained shall prevent the Sub-Adviser or any of its affiliates or
associates from engaging in any other business or from acting as investment
adviser or investment manager for any other person or entity, whether or not
having investment policies or portfolios similar to the Fund's, except that,
without the written consent of the Adviser, which consent shall not be
unreasonably withheld, the Sub-Adviser shall not act as investment manager for
or provide investment advice to any other investment company registered under
the Investment Company Act of 1940 with investment objectives and policies
similar to the Fund's. It is specifically understood that officers, directors
and employees of the Sub-Adviser and those of its affiliates may continue to
engage in providing portfolio management services and advice to other investment
advisory clients of the Sub-Adviser or its affiliates.
8. AVOIDANCE OF INCONSISTENT POSITION, ETC. In connection with
purchases or sales of portfolio securities for the account of the Series,
neither the Sub-Adviser nor any of its directors, officers or employees will act
as principal or agent or receive any commission. The Sub-Adviser shall adopt and
implement policies and procedures substantially similar to those contained in
the Adviser's Code of Ethics (a copy of which has been furnished to the
Sub-Adviser by the Adviser), which shall apply to the Sub-Adviser, its officers,
directors and employees. The Sub-Adviser shall not knowingly recommend that the
Series purchase, sell or retain securities of any issuer in which the
Sub-Adviser or any of its affiliates has a financial interest without obtaining
prior approval of the Adviser prior to the execution of any such transaction.
For purposes of the foregoing sentence, the term "affiliate" shall have the same
meaning as under the Investment Company Act of 1940. If any occasion should
arise in which the Sub-Adviser advises persons concerning the shares of the
Series, the Sub-Adviser will act solely on its own behalf and not in any way on
behalf of the Fund.
9. NO PARTNERSHIP OR JOINT VENTURE. The Fund, the Adviser and the
Sub-Adviser are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them.
10. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund or the Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Sub-Adviser's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
<PAGE>
11. Duration and Termination of this Contract. This Agreement shall become
effective on June 15, 198 and is to be submitted to a meeting of shareholders of
the Equity Series of the Fund no later than October 13, 1998 and called for the
purpose of approving this Agreement. If approved at that meeting, this Agreement
shall be effective for two years from the date of its execution thereafter from
year to year, but only so long as such continuance is specifically approved, in
the case of the first such approval, prior to its second anniversary and
thereafter at least annually by (a) a majority of the directors of the Fund who
are not interested persons of the Adviser, of the Sub-Adviser or (other than as
directors) of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) either (i) the directors of the Fund, or (ii) a
majority of the outstanding voting securities of the Series. If not approved by
shareholders of the Equity Series by October 13, 1998, this Agreement shall
automatically terminate on that date. This Agreement may,
on 60 days' written notice, be terminated at any time without the payment of any
penalty by the directors of the Fund, by vote of a majority of the outstanding
voting securities of the Series, by the Adviser or by the Sub-Adviser. This
Agreement shall automatically terminate in the event of its assignment or upon
the termination of the Adviser's Investment Management Contract with the Fund.
In interpreting the provisions of this Section 11, the definitions contained in
Section 2(a) of the Investment Company Act of 1940, as amended (particularly the
definitions of "assignment," "interested person" or "voting security"), shall be
applied.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Agreement shall be effective until
approved by (a) the directors of the Fund, including a majority of the directors
who are not interested persons of the Adviser, of the Sub-Adviser or (other than
as directors) of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) a majority of the outstanding voting securities
of the Fund, as defined in the Investment Company Act of 1940, as amended.
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Fund and the Adviser may use the name "Fuji
Investment Management Co. (Europe) Ltd." or any name derived from or similar to
that name in reports, filings, shareholder communications, registration
statements, advertising materials and materials of like nature, subject always
to the right of the Sub-Adviser to review any such materials prior to their use,
only for so long as this Agreement or any extension, renewal or amendment hereof
remains in effect. At such time as such an agreement shall no longer be in
effect, the Fund and the Adviser will (to the extent they lawfully can) cease to
use the name "Fuji Invesmtent Management Co. (Europe) Ltd." or any other name
indicating that the Fund or the Adviser is advised by or otherwise connected
with the Sub-Adviser.
<PAGE>
14. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of New York and the applicable provisions of the Investment Company Act
of 1940, as amended.
Yours very truly,
LORD, ABBETT & CO.
By
Robert S. Dow
Managing Partner
The foregoing contract
is hereby agreed to as of
the date hereof.
FUJI INVESTMENT MANAGEMENT CO. (EUROPE) LTD.
By
The foregoing contract is hereby accepted as of the date hereof.
LORD ABBETT GLOBAL FUND, INC.
By
Vice President
<PAGE>
LORD ABBETT GLOBAL FUND, INC.
LORD ABBETT EQUITY SERIES
SPECIAL MEETING OF SHAREHOLDERS
September 15, 1998
875 Third Avenue
New York, New York
The undersigned hereby appoints ROBERT S. DOW and PAUL A. HILSTAD and
each of them proxies, with full power of substitution, to vote (according to the
number of votes which the undersigned would be entitled to cast if then
personally present) at the special meeting of shareholders of the Equity Series
(the Series) of LORD ABBETT GLOBAL FUND, INC. on September 15, 1998 including
all adjournments, as specified below, and in their discretion upon such other
business as may properly be brought before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH RECOMMENDS
THAT YOU VOTE FOR PROPOSALS 1 AND 2.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE OF THE UNDERSIGNED
WILL BE CAST FOR THE PROPOSALS LISTED BELOW.
1. For Against Abstain To approve or disapprove a
new sub-advisory agreement with Fuji Investment
Management Co. (Europe), Ltd., as described in the
proxy statement.
2. For Against Abstain To approve or disapprove a
new sub-advisory agreement with Fuji Investment
Management Co. (Europe), Ltd. in anticipation of
Lord, Abbett & Co.'s acquisition of a 25% or greater
ownership interest in the Sub-Adviser, as described
in the proxy statement.
<PAGE>
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT GLOBAL FUND, INC.
EQUITY SERIES
PLEASE SIGN, DATE AND MAIL THIS
PROXY IN THE POSTAGE PAID RETURN
ENVELOPE PROVIDED.
For information as to the voting of stock
registered in more than one name, see page 1
of the proxy statement. When signing the
proxy as attorney, executor, administrator,
Trustee or guardian, please indicate the
capacity in which you are acting. Only
authorized officers should sign for
corporations.
Date:
Signature(s) of Shareholder(s) as shown
at left
(Please read other side)
