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The Funds Page
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Goal / Approach 2
Main Risks 2
Information about past Florida Tax-Free Income Fund 3
performance, fees and Georgia Tax-Free Income Fund 4
expenses, and state risks Michigan Tax-Free Income Fund 5
Pennsylvania Tax-Free Income Fund 6
Your Investment
Information for managing Purchases 7
your fund account Opening Your Account 9
Redemptions 9
Distributions and Taxes 10
Services For Fund Investors 11
Sales Charges and Service Fees 12
Management 13
For More Information
How to learn more Other Investment Techniques 14
about the funds Glossary of Shaded Terms 15
Recent Performance 17
Financial Information
Financial highlights of each fund Florida Tax-Free Income Fund 18
Georgia Tax-Free Income Fund 20
Michigan Tax-Free Income Fund 22
Pennsylvania Tax-Free Income Fund 24
Compensation For Your Dealer 26
How to learn more about the Back Cover
funds and other Lord Abbett funds
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Florida Tax-Free Income Fund
Georgia Tax-Free Income Fund
Michigan Tax-Free Income Fund
Pennsylvania Tax-Free Income Fund
The Funds
GOAL / APPROACH
Each fund seeks the maximum amount of interest income exempt from
federal income tax and from its state's personal income tax as is
consistent with reasonable risk. At present, Florida does not
impose a personal income tax.
To pursue its goal, each fund invests in municipal bonds which are
investment grade. Under normal market conditions, each fund We or the funds refers to any one
attempts to be 80% invested in municipal bonds, the interest on or more of the four portfolios of
which is exempt from federal and its state's personal income tax. Lord Abbett Tax-Free Income Trust
Under normal circumstances, we intend to maintain the average (the "company"). Each fund
weighted stated maturity of each fund at between ten and operates under the supervision of
thirty-five years. the company's Board with the
advice of Lord, Abbett & Co.
In selecting bonds, we focus on: ("Lord Abbett"), its investment
manager.
Credit Quality - an issuer's ability to pay principal and
interest About each fund. Each fund is a
professionally managed portfolio
Call Protection - assurance by an issuer that a bond will not primarily holding municipal bonds
be paid off earlier than anticipated purchased with the pooled money
of investors. It strives to reach
Income Tax Exemption - the bond issuer's ability to pay its stated goal, although as with
interest free from federal, state and/or local personal income all funds, it cannot guarantee
taxes results.
Total Return Potential - the return possibilities for an Reasonable risk is the volatility
investment over a period of time, including appreciation and each fund has over time, which we
interest believe will approximate the
Lehman Brothers Current Coupon
While typically fully invested, at times we may take a temporary Long Index.
defensive position in: (i) short-term tax-exempt securities, and
(ii) cash, investment grade commercial paper, and short-term U.S.
Government Securities (limited to 20% of our assets). This could Municipal Bonds ("bonds") are
reduce tax-exempt personal income and prevent each fund from debt securities issued by or on
realizing its investment objective. behalf of states, territories and
possessions of the United States
MAIN RISKS and their political subdivisions,
agencies and instrumentalities
Although municipal bonds are generally designed to provide a which provide income free from
stable and steady flow of in-come, their prices move inversely federal, state and/or local
with changes in interest rates. This means the value of your personal income taxes. Municipal
investment could increase or decrease, which means that you could bonds are generally divided into
lose money. Additional risks that could reduce each fund's income two types:
level and share price include the following:
Credit risk - the possibility that an issuer of bonds fails to General Obligation Bonds are
make timely payments of principal or interest secured by the full faith and
credit of the issuer and its
Call risk - as interest rates decline, bond issuers may pay off taxing power.
their loan early by buying back the bonds
Revenue Bonds are payable from
Governmental risk - government actions could have an adverse revenue derived from a particular
risk on municipal bond prices and could cause prices to fall facility or service, such as
bridges, tolls or sewer services.
An investment in each fund is not a bank deposit. It is not Industrial development bonds are
FDIC-insured or government-endorsed. It is not a complete revenue bonds.
investment program. You could lose money in each fund, but you
also have the potential to make money. You should read this entire
prospectus, including "Other
Each fund is nondiversified. This means that it may invest a greater Investment Techniques," which
portion of its assets in a single issuer than a diversified fund. concisely describes the other
Thus, it may be exposed to greater risk, than a diversified fund. investment strategies used by
the funds and their risks.
Credit risk may vary among states based upon the economic and
fiscal conditions and Year 2000 readiness of each state or the
municipalities within the state.
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2 The Funds
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Florida Tax-Free Income Fund Symbols: Class A - LAFLX
Class C - FLLAX
PAST PERFORMANCE
The information below provides some indication of the risks of
investing in the fund, by showing changes in the fund's performance
from calendar year to calendar year and by showing how the fund's
average annual returns compare with those of a broad measure of market
performance. Past performance is not a prediction
of future results.
[BAR CHART] --------------------------------------
The table below shows a comparison of the fund's class A and C average (i) The dates of inception for
annual total return to that of the Lehman Municipal Bond Index. Fund each class are:
returns assume reinvestment of dividends and distributions and payment A: -9/25/91; and C -7/15/96.
of the maximum applicable front-end or deferred sales charge. All
periods end on December 31, 1998. (ii) Performance for the
unmanaged Lehman Municipal
Class 1 Year 5 Years Inception(i) Bond Index does not
reflect transaction costs
A 1.00% 3.70% 6.05% or management fees. This
- -------------------------------------------------------------- index is composed of
C 5.38% - 6.98% municipal bonds from many
- -------------------------------------------------------------- different states and,
Lehman Municipal 7.66%(iii) therefore, it may not be
Bond Index(ii) 6.48% 6.22% 8.15%(iv) valid to compare to a
- -------------------------------------------------------------- single-state municipal
bond portfolio, such as
FEES AND EXPENSES this fund.
This table describes the fees and expenses that you may pay if you buy (iii) Represents total returns
and hold shares of the fund. for the period 9/30/91 -
12/31/98, to correspond
- ------------------------------------------------------------------------ with class A inception
Fee table date.
- ------------------------------------------------------------------------
Class A Class C Class P (iv) Represents total return
for the period 7/31/96 -
Shareholder Fees (Fees paid directly 12/31/98, to correspond
from your investment) with class C inception
- ------------------------------------------------------------------------ date.
Maximum Sales Charge on Purchases
- ------------------------------------------------------------------------ Management fees are payable to
(as a % of offering price) 4.75% none none Lord Abbett for the fund's
- ------------------------------------------------------------------------ investment management.
Maximum Deferred Sales Charge (See
"Purchases") none 1.00% none 12b-1 Fees refer to fees
- ------------------------------------------------------------------------ incurred for activities that are
Annual Fund Operating Expenses (Expenses deducted from fund assets) primarily intended to result in
(as a % of average net assets)(1) the sale of fund shares and
- ------------------------------------------------------------------------ service fees for shareholder
Management Fees (See "Management") 0.50% 0.50% 0.50% account service and maintenance.
- ------------------------------------------------------------------------
Distribution and Service (12b-1) Other Expenses include fees paid
Fees(2) 0.35% 1.00% 0.45% for miscellaneous items such as
- ------------------------------------------------------------------------ transfer agency, legal and share
Other Expenses (See "Management") 0.13% 0.13% 0.13% registration fees.
- ------------------------------------------------------------------------ ----------------------------------
Total Operating Expenses 0.98% 1.63% 1.08%
(1) The annual operating
- ------------------------------------------------------------------------ expenses have been restated
from fiscal year amounts to
- ------------------------------------------------------------------------ reflect current fees.
Expense example
- ------------------------------------------------------------------------ (2) Because 12b-1 distribution
This example, like that in other funds' prospectuses, assumes a fees (up to: 0.10%- class A;
$10,000 initial investment at maximum sales charge, if any, 5% total 0.75%- class C; and 0.25%-
return each year and no changes in expenses. You pay the following class P) are paid out on an
expenses over the course of each period shown if you sell your shares on-going basis, over time
at the end of the period, although your actual cost may be higher or they will increase the cost
lower. The expenses include any applicable contingent deferred sales of your investment and may
charges. cost you more than paying
other types of sales
Share class 1 Year 3 Years 5 Years 10 Years charges. Service fees under
each class's 12b-1 Plan are
Class A shares $570 $772 $991 $1,622 up to 0.25%, except 0.20%-
- ------------------------------------------------------------------------ class P.
Class C shares $266 $514 $886 $1,935
- ------------------------------------------------------------------------ Florida Bonds - Risk Factors.
Class P shares $110 $343 $595 $1,320 Florida's economic expansion has
- ------------------------------------------------------------------------ been strong, as employment rates
had continued to grow steadily.
You would pay the following expenses on the same investment, assuming The Florida economy is expecting
you kept your shares. a mild slowdown of growth during
1999. Because Florida has a
Class A shares $570 $772 $991 $1,622 proportionately greater
- ------------------------------------------------------------------------ retirement age population than
Class C shares $166 $514 $886 $1,935 the rest of the nation, property
- ------------------------------------------------------------------------ income (dividends, interest and
Class P shares $110 $343 $595 $1,320 rent) and transfer payments
- ------------------------------------------------------------------------ (social and pension benefits,
for example) are relatively more
This example is for comparison and is not a representation of the important sources of income.
fund's actual expenses or returns, either past or present.
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The Funds 3
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Georgia Tax-Free Income Fund Symbols: Class A - LAGAX
PAST PERFORMANCE
The information below provides some indication of the risks of investing
in the fund, by showing changes in the fund's performance from calendar
year to calendar year and by showing how the fund's average annual
returns compare with those of a broad measure of market performance. Past performance is not a prediction
of future results.
[BAR CHART] -------------------------------------
(i) The date of inception for
The table below shows a comparison of the fund's class A average annual class A is 12/27/94.
total return to that of the Lehman Municipal Bond Index. Fund returns
assume reinvestment of dividends and distributions and payment of the (ii) Performance for the
maximum applicable front-end or deferred sales charge. All periods end on unmanaged Lehman Municipal
December 31, 1998. Bond Index does not
reflect transaction costs
Class 1 Year Inception(i) or management fees. This
A 2.00% 8.41% index is composed of
- ------------------------------------------------------------------------- municipal bonds from many
Lehman Municipal Bond Index(ii) 6.48% 9.28%(iii) different states and,
- ------------------------------------------------------------------------- therefore, it may not be
valid to compare to a
FEES AND EXPENSES single-state municipal
bond portfolio, such as
This table describes the fees and expenses that you may pay if you buy this fund.
and hold shares of the fund.
(iii) Represents total return
- ------------------------------------------------------------------------- for the period 12/31/94 -
Fee table 12/31/98, to correspond
- ------------------------------------------------------------------------- with class A inception
date.
Class A Class P
Shareholder Fees (Fees paid directly from Management fees are payable to
your investment) Lord Abbett for the fund's
- ------------------------------------------------------------------------- investment management.
Maximum Sales Charge on Purchases
- ------------------------------------------------------------------------- Lord Abbett is currently waiving
(as a % of offering price) 4.75% none the management fee for the
- ------------------------------------------------------------------------- Georgia fund. Lord Abbett may
Maximum Deferred Sales Charge (See stop waiving the management fee
"Purchases") none none at any time.
- -------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (Expenses deducted from fund assets) 12b-1 fees refer to fees
(as a % of average net assets) incurred for activities that are
- ------------------------------------------------------------------------- primarily intended to result in
Management Fees (See "Management") 0.50% 0.50% the sale of fund shares and
- ------------------------------------------------------------------------- service fees for shareholder
Distribution and Service (12b-1 Fees)(1) 0.00% 0.45% account service and maintenance.
- -------------------------------------------------------------------------
Other Expenses (See "Management") 0.24% 0.24% The 12b-1 Plan for the Georgia
- ------------------------------------------------------------------------- fund will not become operative
Total Operating Expenses 0.74% 1.19% for Class A shares until the
- ------------------------------------------------------------------------- Class A net assets reach $100
million.
- ------------------------------------------------------------------------- Other expenses include fees paid
Expense example for miscellaneous items such as
- ------------------------------------------------------------------------- transfer agency, legal and share
registration fees.
This example, like that in other funds' prospectuses, assumes a $10,000 -------------------------------------
initial investment at maximum sales charge, if any, 5% total return each (1) Because 12b-1 distribution
year and no changes in expenses. You pay the following expenses over the fees (up to: 0.10%- class A;
course of each period shown if you sell your shares at the end of the and 0.25%- class P) are paid
period, although your actual cost may be higher or lower. The expenses out on an on-going basis,
include any applicable contingent deferred sales charges. You would pay over time they will increase
the same expenses, assuming you kept your shares. the cost of your investment
and may cost you more than
Share class 1 Year 3 Years 5 Years 10 Years paying other types of sales
charges. Service fees under
Class A shares $547 $700 $867 $1,352 the class A 12b-1 Plan equal
Class P shares $121 $378 $654 $1,446 up to 0.25% and 0.20% for
class P.
This example is for comparison and is not a representation of the fund's
actual expenses or returns, either past or present. Georgia Bonds - Risk Factors.
Georgia has been one of the
fastest-growing states in terms
of population, and has benefited
from steady economic growth due
to the State's low cost of
living, extensive transportation
infrastructure and low
unemployment rates.
Nevertheless, Georgia's per
capita income remains below the
national average.
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4 The Funds
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Michigan Tax-Free Income Fund Symbols: Class A - LAMIX
PAST PERFORMANCE
The information below provides some indication of the risks of investing
in the fund, by showing changes in the fund's performance from calendar
year to calendar year and by showing how the fund's average annual
returns compare with those of a broad measure of market performance.
[BAR CHART] Past performance is not a
prediction of future results.
The table below shows a comparison of the fund's class A average annual -------------------------------
total return to that of the Lehman Municipal Bond Index. Fund returns (i) The date of inception for
assume reinvestment of dividends and distributions and payment of the class A shares is 12/1/92.
maximum applicable front-end or deferred sales charge. All periods end on
December 31, 1998. (ii) Performance for the
unmanaged Lehman Municipal
Class 1 Year 5 Years Inception(i) Bond Index does not
A 1.00% 4.43% 6.43% reflect transaction costs
- ------------------------------------------------------------------------- or management fees. This
Lehman Municipal Bond Index(ii) 6.48% 6.22% 7.29%(iii) index is composed of
- ------------------------------------------------------------------------- municipal bonds from many
different states and,
FEES AND EXPENSES therefore, it may not be
valid to compare to a
This table describes the fees and expenses that you may pay if you buy single-state municipal
and hold shares of the fund. bond portfolio, such as
this fund.
- -------------------------------------------------------------------------
Fee table (iii) Represents total return
- ------------------------------------------------------------------------- for the period 11/30/92 -
Class A Class P 12/31/98, to correspond
with class A inception
Shareholder Fees (Fees paid directly from date.
your investment)
- ------------------------------------------------------------------------- Management fees are payable to
Maximum Sales Charge on Purchases Lord Abbett for the fund's
- ------------------------------------------------------------------------- investment management.
(as a % of offering price) 4.75% none
- ------------------------------------------------------------------------- 12b-1 fees refer to fees
Maximum Deferred Sales Charge (See incurred for activities that are
"Purchases") none none primarily intended to result in
- ------------------------------------------------------------------------- the sale of fund shares and
Annual Fund Operating Expenses (Expenses deducted from fund assets) service fees for shareholder
(as a % of average net assets) account service and maintenance.
- -------------------------------------------------------------------------
Management Fees (See "Management") 0.50% 0.50% The 12b-1 Plan for the Michigan
- ------------------------------------------------------------------------- fund will not become operative
Distribution and Service (12b-1 Fees)(1) 0.00% 0.45% for Class A shares until the
- ------------------------------------------------------------------------- class A net assets reach $100
Other Expenses (See "Management") 0.19% 0.19% million.
- -------------------------------------------------------------------------
Total Operating Expenses 0.69% 1.14%
- ------------------------------------------------------------------------- Other expenses include fees paid
for miscellaneous items such as
transfer agency, legal and share
- ------------------------------------------------------------------------- registration fees.
Expense example -------------------------------
- ------------------------------------------------------------------------- (1) Because 12b-1 distribution
This example, like that in other funds' prospectuses, assumes a $10,000 fees (up to: 0.10%- class A;
initial investment at maximum sales charge, if any, 5% total return each and 0.25%- class P) are paid
year and no changes in expenses. You pay the following expenses over the out on an on-going basis,
course of each period shown if you sell your shares at the end of the over time they will increase
period, although your actual cost may be higher or lower. The expenses the cost of your investment
include any applicable contingent deferred sales charges. You would pay and may cost you more than
the same expenses, assuming you kept your shares. paying other types of sales
charges. Service fees under
Share class 1 Year 3 Years 5 Years 10 Years the class A 12b-1 Plan equal
up to 0.25% and 0.20% for
Class A shares $542 $685 $841 $1,295 class P.
Class P shares $116 $362 $628 $1,389
Michigan Bonds - Risk Factors.
This example is for comparison and is not a representation of the fund's Michigan's economic forecast for
actual expenses or returns, either past or present. 1999 projects healthy growth.
Michigan's economy remains
heavily concentrated in the
manufacturing sector. The
State's automobile industry
remains an important component
of this sector. Accordingly, the
State's economy is potentially
more volatile than those of
other states with more diverse
economies and may be more likely
to be adversely affected by
recent global economic problems.
Renewed state economic growth
has caused the Michigan
unemployment rate to remain
slightly below the U.S.
unemployment rate for six
consecutive years, running
counter to a historical trend of
Michigan having a higher
unemployment rate than the
national average.
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The Funds 5
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Pennsylvania Tax-Free Income Fund Symbol: Class A - LAPAX
PAST PERFORMANCE
The information below provides some indication of the risks of investing
in the fund, by showing changes in the fund's performance from calendar
year to calendar year and by showing how the fund's average annual
returns compare with those of a broad measure of market performance.
Past performance is not a
[BAR CHART] prediction of future results.
------------------------------
The table below shows a comparison of the fund's class A average annual (i) The date of inception for
total return to that of the Lehman Municipal Bond Index. Fund returns class A shares is 2/3/92.
assume reinvestment of dividends and distributions and payment of the (ii) Performance for the
maximum applicable front-end or deferred sales charge. All periods end on unmanaged Lehman Municipal
December 31, 1998. Bond Index does not
reflect transaction costs
Class 1 Year 5 Years Inception(i) or management fees. This
A 1.30% 4.40% 6.70% index is composed of
- ------------------------------------------------------------------------- municipal bonds from many
Lehman Municipal Bond Index(ii) 6.48% 6.22% 7.49%(iii) different states and,
- ------------------------------------------------------------------------- therefore, it may not be
valid to compare to a
FEES AND EXPENSES single-state municipal
bond portfolio, such as
This table describes the fees and expenses that you may pay if you buy this fund.
and hold shares of the fund. (iii) Represents total return
for the period 1/31/92 -
- ------------------------------------------------------------------------- 12/31/98, to correspond
Fee table with class A inception
- ------------------------------------------------------------------------- date.
Class A Class P Management fees are payable to
Lord Abbett for the fund's
investment management.
Shareholder Fees (Fees paid directly from
your investment) 12b-1 fees refer to fees
- ------------------------------------------------------------------------- incurred for activities that are
Maximum Sales Charge on Purchases primarily intended to result in
- ------------------------------------------------------------------------- the sale of fund shares and
(as a % of offering price) 4.75% none service fees for shareholder
- ------------------------------------------------------------------------- account service and maintenance.
Maximum Deferred Sales Charge
(See "Purchases") none none Other expenses include fees paid
- ------------------------------------------------------------------------- for miscellaneous items such as
Annual Fund Operating Expenses (Expenses deducted from fund assets) transfer agency, legal and share
(as a % of average net assets)(1) registration fees.
- ------------------------------------------------------------------------- ------------------------------
Management Fees (See "Management") 0.50% 0.50% (1) The annual operating
- ------------------------------------------------------------------------- expenses have been restated
Distribution and Service (12b-1 Fees)(2) 0.35% 0.45% from fiscal year amounts to
- ------------------------------------------------------------------------- reflect current fees.
Other Expenses (See "Management") 0.12% 0.12% (2) Because 12b-1 distribution
- ------------------------------------------------------------------------- fees (up to: 0.10%- class A;
Total Operating Expenses 0.97% 1.07% and 0.25%- class P) are paid
- ------------------------------------------------------------------------- out on an on-going basis,
over time they will increase
- ------------------------------------------------------------------------- the cost of your investment
Expense example and may cost you more than
- ------------------------------------------------------------------------- paying other types of sales
charges. Service fees under
This example, like that in other funds' prospectuses, assumes a $10,000 the class A 12b-1 Plan equal
initial investment at maximum sales charge, if any, 5% total return each up to 0.25% and 0.20% for
year and no changes in expenses. You pay the following expenses over the class P.
course of each period shown if you sell your shares at the end of the
period, although your actual cost may be higher or lower. The expenses Pennsylvania Bonds - Risk
include any applicable contingent deferred sales charges. You would pay Factors. Pennsylvania is an
the same expenses, assuming you kept your shares. established, yet growing state
with a diversified economy. It
Share Class 1 Year 3 Years 5 Years 10 Years is headquarters for many major
corporations and many small
Class A shares $569 $769 $986 $1,611 business. Pennsylvania has been
- ------------------------------------------------------------------------- historically identified as a
Class P shares $109 $340 $590 $1,308 heavy-industry state, although
- ------------------------------------------------------------------------- that reputation has changed over
the last 30 years as the
This example is for comparison and is not a representation of the fund's industrial composition of
actual expenses or returns, either past or present. Pennsylvania diversified with
the decline of the coal, steel
and railroad industries. The
major new sources of growth are
in the service sector, including
trade, medical and health
services, education and
financial institutions.
Agriculture also remains an
important part of the State's
economy. Pennsylvania's
unemployment rate has declined
steadily since its peak in 1992,
and in 1997 was just slightly
above the national average.
However, employment growth
continues to lag behind the
national average.
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6 The Funds
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PURCHASES
This prospectus offers three classes of shares for the Florida fund:
class A, C and P. Two classes of shares are offered for the other
funds: class A and P (call 800-521-5129 to find out if P shares are
available in your state) for each fund. Although a fund may have more
than one class of shares, these different classes of shares represent
investments in the same portfolio of securities but are subject to NAV per share for each class of
different expenses. Our shares are continuously offered. The offering fund shares is calculated each
price is based on the Net Asset Value ("NAV") per share next business day at the close of
determined after we receive your purchase order submitted in proper regular trading on the New York
form. A front-end sales charge is added to the NAV, in the case of Stock Exchange ("NYSE"). Each
the class A shares. There is no front-end sales charge, although fund is open on those business
there is a CDSC in the case of the class C shares, as described days when the NYSE is open.
below. Purchases and sales of fund
shares are executed at the NAV
You should read this section carefully to determine which class of next determined after the fund
shares represents the best investment option for your particular receives your order. In
situation. It may not be suitable for you to place a purchase order calculating NAV, securities for
for class C shares of $1,000,000 or more. You should discuss pricing which market quotations are
options with your investment professional. available are valued at those
quotations. Securities for which
For more information, see "Alternative Sales Arrangements" in the such quotations are not
Statement of Additional Information. available are valued at fair
value under procedures approved
We reserve the right to withdraw all or any part of the offering made by the Board.
by this prospectus or to reject any purchase order. We also reserve
the right to waive or change minimum investment requirements. All Share classes
purchase orders are subject to our acceptance and are not binding
until confirmed or accepted in writing. Class A (All funds)
normally offered with a front-
- ------------------------------------------------------------------------- end sales charge
Front-End Sales Charges - Class A Shares (All Funds)
- ------------------------------------------------------------------------- Class C (Florida only)
To Compute no front-end sales charge
As a % of As a % of Offering Price
Your Investment Offering Price Your Investment Divide NAV by higher annual expenses than
- ------------------------------------------------------------------------- class A shares
Less than $50,000 4.75% 4.99% .9425
- ------------------------------------------------------------------------- a contingent deferred sales
$50,000 to $99,999 4.75% 4.99% .9525 charge is applied to shares
- ------------------------------------------------------------------------- sold prior to the first
$100,000 to $249,999 3.75% 3.90% .9625 anniversary of purchase
- -------------------------------------------------------------------------
$250,000 to $499,999 2.75% 2.83% .9725 Class P
- ------------------------------------------------------------------------- available to certain pension
$500,000 to $999,999 2.00% 2.04% .9800 or retirement plans and
- ------------------------------------------------------------------------- pursuant to a Mutual Fund
$1,000,000 and over No Sales Charge 1.0000 Advisory Program
- -------------------------------------------------------------------------
The following $1 million category applies only to the Georgia and
Michigan funds until each fund's Rule 12b-1 Plan becomes effective, at
which time the sales charge table above will apply to such fund.
- -------------------------------------------------------------------------
$1,000,000 and over 1.00% 1.01% .9900
- -------------------------------------------------------------------------
Reducing Your Class a Front-End Sales Charges. Class A shares may be
purchased at a discount if you qualify under either of the following:
Rights of Accumulation-- A Purchaser can apply the value (at
public offering price) of the shares you already own to a new
purchase of class A shares of any Eligible Fund in order to reduce
the sales charge.
Statement of Intention -- A Purchaser of class A shares can
purchase additional shares of any Eligible Fund over a 13-month
period and receive the same sales charge as if you had purchased
all shares at once. Shares purchased through reinvestment of
dividends or distributions are not included. A statement of
intention can be backdated 90 days. Current holdings under rights
of accumulation can be included in a statement of intention.
For more information on eligibility for these privileges, read the
applicable sections in the attached application.
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Class A Share Purchases Without A Front-End Sales Charge. Class A shares
may be purchased without a front-end sales charge under any of the
following:
purchases of $1 million or more*
purchases by Retirement Plans with at least 100 eligible employees*
purchases under a Special Retirement Wrap Program* *These categories may be
subject to a Contingent
purchases made with dividends and distributions on class A shares of Deferred Sales Charge
another Eligible Fund ("CDSC").
purchases representing repayment under the loan feature of the Lord CDSC regardless of class, is not
Abbett-sponsored prototype 403(b) Plan for class A shares charged on shares acquired
through reinvestment of
purchases by employees of any consenting securities dealer having a dividends or capital gains
sales agreement with Lord Abbett Distributor distributions and is charged on
the original purchase cost or
purchases under a Mutual Fund Advisory Program the current market value of the
shares at the time they are
purchases by trustees or custodians of any pension or profit sharing being sold, whichever is lower.
plan, or payroll deduction IRA for employees of any consenting In addition, repayment of loans
securities dealer having a sales agreement with Lord Abbett under Retirement Plans and
Distributor 403(b) Plans will constitute new
sales for purposes of assessing
See the Statement of Additional Information for a listing of other the CDSC.
categories of purchasers who qualify for class A share purchases without
a front-end sales charge. To determine if a CDSC applies
to a redemption, the fund
Class A Share CDSC (All Funds). If you buy class A shares under one of redeems shares in the following
the starred (*) categories listed above and you redeem any of them within order:
24 months after the month in which you initially purchased them, the fund
normally will collect a CDSC of 1%. 1. shares acquired by
reinvestment of dividends
The class A share CDSC generally will be waived for the following: and capital gains
benefit payments such as Retirement Plan loans, hardship 2. shares held for two years
withdrawals, death, disability, retirement, separation from service or more after the month of
or any excess distribution under Retirement Plans (documentation may purchase (class A) or one
be required) year or more (class C)
redemptions continuing as investments in another fund participating 3. shares held the longest
in a Special Retirement Wrap Program before the second
anniversary after the month
See "Systematic Withdrawal Plan" under "Services For Fund Investors" of purchase (class A) or
below for more information on CDSCs with respect to class C shares. before the first
anniversary of their
Class C Share CDSC (Florida fund only). The 1% CDSC for class C shares purchase (class C)
normally applies if you redeem your shares before the first anniversary
of your original purchase. Retirement Plans include
employer-sponsored retirement
Class P Shares. Class P shares have lower annual expenses than class C plans under the Internal
shares, no front-end sales charge, and no CDSC. Class P shares are Revenue Code, excluding Individual
currently sold and redeemed at NAV (a) pursuant to a Mutual Fund Advisory Retirement Accounts
Program, or (b) to the trustees of, or employer-sponsors with respect to,
pension or retirement plans with at least 100 eligible employees (such as Lord Abbett Distributor LLC
a plan under Section 401(a), 401(k) or 457(b) of the Internal Revenue ("Lord Abbett Distributor") acts
Code) which engage an investment professional providing or participating as agent for the funds to work
in an agreement to provide, certain recordkeeping, administrative and/or with investment professionals
sub-transfer agency services to the fund on behalf of the class P that buy and/or sell shares of
shareholders. the funds on behalf of their
clients. Generally, Lord Abbett
Distributor does not sell fund
shares directly to investors.
Benefit Payment Documentation.
(class A only)
under $50,000 - no
documentation necessary
over $50,000 - reason for
benefit payment must be
received in writing. Use
the address indicated under
"Opening Your Account."
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8 Your Investment
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OPENING YOUR ACCOUNT
MINIMUM INITIAL INVESTMENT
Regular account $1,000
Individual Retirement Accounts and Important Information. You may
403(b) Plans under the Internal Revenue Code $250 be subject to a $50 penalty
under the Internal Revenue Code
Uniform Gift to Minor Account $250 if you do not provide a correct
taxpayer identification number
For Retirement Plans and Mutual Fund Advisory Programs, no minimum (Social Security Number for
investment is required, regardless of share class. individuals) or make certain
required certifications. In
You may purchase shares through any independent securities dealer addition, we may be required to
who has a sales agreement with Lord Abbett Distributor or you can withhold from your account and
fill out the attached application and send it to the fund you select pay to the U.S. Treasury 31% of
at the address stated below. You should carefully read the paragraph any redemption proceeds and any
below entitled "Proper Form" before placing your order to assure dividend or distribution from
your order will be accepted. your account.
Name of Fund
P.O. Box 419100
Kansas City, MO 64141
Proper Form. An order submitted directly to the fund must contain:
(1) a completed application, and (2) payment by check. For more
information regarding proper form of a purchase order, call the fund
at 800-821-5129. Payment must be credited in U.S. dollars to our
custodian bank's account.
By Exchange. Telephone the fund at 800-821-5129 to request an
exchange from any eligible Lord Abbett-sponsored fund.
REDEMPTIONS
By Broker. Call your investment professional for directions on how
to redeem your shares.
By Telephone. To obtain the proceeds of a redemption of $50,000 or
less from your account, you or your representative can call the fund
at 800-821-5129.
By Mail. Submit a written redemption request indicating, the name(s)
in which the account is registered, the fund's name, the class of
shares, your account number, and the dollar value or number of
shares you wish to sell.
Include all necessary signatures. If the signer has any Legal Eligible Guarantor is any broker
Capacity, the signature and capacity must be guaranteed by an or bank that is a member of the
Eligible Guarantor. Certain other legal documentation may be Medallion Stamp Program. Most
required. For more information regarding proper documentation call major securities firms and banks
800-821-5129. are members of this program. A
notary public is not an eligible
Normally a check will be mailed to the name and address in which the guarantor.
account is registered (or otherwise according to your instruction)
within three business days after receipt of your redemption request.
Your account balance must be sufficient to cover the amount being
redeemed or your redemption order will not be processed. Redemption
requests for shares initially purchased by check will not be honored
for up to 15 days, unless we are assured that the check has cleared
earlier.
To determine if a CDSC applies to a redemption, see "Class A share
CDSC," or "Class C share CDSC."
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DISTRIBUTIONS AND TAXES
Each fund pays its shareholders dividends from its net investment
income, and distributes net capital gains that it has realized. Each
fund expects that its dividends from investment income will be tax
exempt and expects to pay such dividends to shareholders monthly. If Small Accounts. Our Board may
a capital gain distribution is declared, it will be paid annually. authorize closing any account in
Your distributions will be reinvested in your fund unless you which there are fewer than 25
instruct the fund to pay them to you in cash. There are no sales shares if it is in a fund's best
charges on reinvestments. interest to do so.
The tax status of distributions are the same for all shareholders Taxes on Transactions. The chart
regardless of how long they have been in the fund or whether at left also can provide a "rule
distributions are reinvested or paid in cash. In general, of thumb" guide for your
distributions are taxable as follows: potential U.S. federal income
tax liability when selling or
======================================================================== exchanging fund shares. The
Federal Taxability Of Distributions second row, "Short-term capital
gains," applies to fund shares
Type of Tax rate for shareholder Tax rate for shareholder subject sold within 12 months of
distribution subject to 15% bracket to 28% bracket and above purchase. The third row,
- ------------------------------------------------------------------------ "Long-term capital gains,"
Income Generally Generally applies to shares held for more
dividends tax exempt tax exempt than 12 months.
- ------------------------------------------------------------------------
Short-term Ordinary Starting January 1, 2001, sales
capital gains 15% income rate of securities held for more than
- ------------------------------------------------------------------------ five years will be taxed at
Long-term special lower rates.
capital gains 10% 20%
- ------------------------------------------------------------------------ Any gains realized on a fund's
transactions in options and
Except in tax-advantaged accounts, any sale or exchange of fund financial futures will be
shares may be a taxable event. treated as taxable long- or
short-term capital gains.
Annual Information - Information concerning the tax treatment of
dividends and other distributions will be mailed annually to
shareholders. Each fund will also provide annually to its
shareholders information regarding the source of dividends and
distributions of capital gains paid by that fund. Because everyone's
tax situation is unique, you should consult your tax adviser
regarding the treatment of those distributions under the federal,
state and local tax rules that apply to you as well as the tax
consequences of gains or losses from the redemption or exchange of
your shares.
SINGLE-STATE TAXABILITY OF DISTRIBUTIONS Social Security and Railroad
Retirement Benefit Recipients.
For All Funds - With respect to any particular state fund, Shareholders receiving social
exempt-interest dividends derived from interest income on security benefits and certain
obligations of that state or its political subdivisions, agencies or railroad retirement benefits
instrumentalities and on obligations of the federal government or may be subject to federal income
certain other government authorities, such as U.S. territories tax on up to 85% of such
("state exempt investments") paid to individual shareholders will, benefits as a result of
in most cases, be exempt from tax in that state. However, special receiving investment income,
rules, described below, may apply. Exempt-interest dividends may be including tax-exempt income
subject to a state's franchise or other corporate taxes if received (such as exempt-interest
by a corporation subject to such taxes and to state and local taxes dividends) and other
in other states. Generally, dividends and distributions, whether distributions paid by each fund.
received in cash or additional shares, derived from a state fund's The tax will be imposed on up to
other investment income and capital gains will be subject to state one-half of such benefits only
income tax. when the sum of the recipient's
adjusted gross income (plus
In addition, Florida intangible personal property tax will be miscellaneous adjustments),
imposed on shares of the Florida fund owned by Florida residents and tax-exempt interest income and
Pennsylvania county personal property tax will be imposed on shares one-half of social security
of the Pennsylvania fund unless the relevant fund's portfolio income exceeds $25,000 for
includes only state exempt investments on the annual statutory individuals ($32,000 for
assessment date. If the fund holds other assets, including assets individuals filing a joint
attributable to options and financial futures transactions in which return). The tax will be imposed
the fund may engage, then a portion (which might be a significant on up to 85% of such benefits
portion) of the value of the fund's shares would be subject to only when such sum exceeds
personal property tax. $34,000 for individuals ($44,000
for individuals filing a joint
return).
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10 Your Investment
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The following are special rules that apply to the states named below.
Florida Taxes - Florida imposes no state personal income tax.
Michigan Taxes - Capital gains from the sale by the Michigan fund of
obligations of the federal government or certain other government
authorities will be exempt from Michigan income tax. In addition, Lord Abbett offers a variety of
dividends paid by the fund that are derived from interest on state exempt Retirement Plans. Call
investments will not be subject to the Michigan Single Business Tax. The 800-253-7299 for information
portion of the fund's dividends and distributions received by a about:
shareholder that is exempt from the Michigan income tax or Michigan
Single Business Tax may be reduced by interest or other expenses paid or Traditional, Rollover, Roth
incurred to purchase or carry shares of the fund. and Education IRAs
Pennsylvania Taxes - Dividends paid by the Pennsylvania fund that are Simple IRAs, SEP-IRAs,
derived from interest on state exempt investments will not be subject to 401(k) and 403(b) accounts
the Pennsylvania corporate net income tax. Dividends paid to residents of
Philadelphia by the fund that are not derived from interest on state Defined Contribution Plans
exempt investments will be subject to Philadelphia School District
investment income tax in addition to the Pennsylvania personal income and Telephone Transactions. You have
corporate net income taxes. this privilege unless you refuse
it in writing. For your
SERVICES FOR FUND INVESTORS security, telephone transaction
requests are recorded. We will
AUTOMATIC SERVICES take measures to verify the
identity of the caller, such as
Buying or selling shares automatically is easy with the services asking for your name, account
described below. With each service, you select a schedule and amount, number, social security or
subject to certain restrictions. You can set up most of these services taxpayer identification number
when filling out your application or by calling 800-821-5129. and other relevant information.
The fund will not be liable for
======================================================================= following instructions
For investing communicated by telephone that
it reasonably believes to be
Invest-A-Matic You can make fixed, periodic investments ($50 minimum) genuine.
(Dollar-cost into your fund account by means of automatic money
averaging) transfers from your bank checking account. See the Transactions by telephone may be
attached application for instructions. difficult to implement in times
of drastic economic or market
Div-Move You can automatically reinvest the dividends and change.
distributions from your account into another account in
any Eligible Fund ($50 minimum). Exchanges by telephone should
not be used to take advantage of
For selling shares short-term swings in the market.
The fund reserves the right to
Systematic You can make regular withdrawals from most Lord Abbett limit or terminate this
Withdrawal funds. Automatic cash withdrawals can be paid to you privilege for any shareholder
Plan ("SWP") from your account in fixed or variable amounts. To making frequent exchanges or
establish a plan, the value of your shares must be abusing the privilege and may
at least $10,000, except for Retirement Plans for which revoke the privilege for all
there is no minimum. Your shares must be in non-certificate shareholders upon 60 days'
form. written notice.
C shares Redemption proceeds due to a SWP for class C shares will
be redeemed in the order described under "Contingent
Deferred Sales Charges" under "Purchases."
========================================================================
OTHER SERVICES
Telephone Investing. After we have received the attached application
(selecting "yes" under Section 7C and completing Section 7), you can
instruct us by phone to have money transferred from your bank account to
purchase shares of the fund for an existing account. The fund will
purchase the requested shares when it receives the money from your bank.
Telephone Exchanges. You or your investment professional, with proper
identification, can instruct your fund by telephone to exchange shares of
any class for shares of the same class of any Eligible Fund by calling
800-821-5129. The fund must receive instructions for the exchange before
the close of the NYSE on the day of your call. If you meet this
requirement, you will get the NAV per share of the Eligible Fund
determined on that
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Your Investment 11
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day. Exchanges will be treated as a sale for federal tax purposes.
Be sure to read the current prospectus for any fund into which you
are exchanging.
Reinvestment Privilege. If you sell shares of the fund, you have a
one time right to reinvest some or all of the proceeds in the same
class of any Eligible Fund within 60 days without a sales charge. If
you paid a CDSC when you sold your shares, you will be credited with
the amount of the CDSC. All accounts involved must have the same
registration.
Account Statements. Every Lord Abbett investor automatically
receives quarterly account statements.
Householding. Shareholders with the same last name and address will
receive a single copy of a prospectus and an annual or semi-annual
report, unless additional reports are specifically requested in
writing to the fund.
Account Changes. For any changes you need to make to your account,
consult your investment professional or call the fund at
800-821-5129.
Systematic Exchange. You or your investment professional can
establish a schedule of exchanges between the same classes of any
Eligible Fund.
SALES CHARGES AND SERVICE FEES
Sales and Service Compensation. As part of its plan for distributing
shares, each fund and Lord Abbett Distributor pay sales and service
compensation to Authorized Institutions that sell the fund's shares
and service its shareholder accounts.
12b-1 fees are payable
Sales compensation originates from two sources: sales charges and regardless of expenses. The
12b-1 distribution fees that are paid out of each fund's assets. amounts payable by a fund need
Service compensation originates from 12b-1 service fees. The 12b-1 not be directly related to
fee rates vary by share class, according to the Rule 12b-1 plan expenses. If Lord Abbett
adopted by each fund. The sales charges and 12b-1 fees paid by Distributor's actual expenses
investors are shown in the class-by-class information under "Fees exceed the fee payable to it, a
and Expenses" and "Purchases." The portion of these expenses that is fund will not have to pay more
paid as sales and service compensation to Authorized Institutions, than that fee. If Lord Abbett
such as your dealer, is shown in the chart at the end of this Distributor's expenses are less
prospectus. The portion of such sales and service compensation paid than the fee it receives, Lord
to Lord Abbett Distributor is discussed under "Sales Activities" and Abbett Distributor will keep the
"Service Activities." Sometimes we do not pay sales and service full amount of the fee.
compensation where tracking data is not available for certain
accounts or where the Authorized Institution waives part of the
compensation.
We may pay Additional Concessions to Authorized Institutions from
time to time.
Sales Activities. We may use 12b-1 distribution fees to pay
Authorized Institutions to finance any activity which is primarily
intended to result in the sale of shares. Lord Abbett Distributor
uses its portion of the distribution fees attributable to a fund's
class A and class C shares for activities which are primarily
intended to result in the sale of such class A and class C shares,
respectively. These activities include, but are not limited to,
printing of prospectuses and statements of additional information
and reports for other than existing shareholders, preparation and
distribution of advertising and sales material, expenses of
organizing and conducting sales seminars, Additional Concessions to
Authorized Institutions, the cost necessary to provide
distribution-related services or personnel, travel, office expenses,
equipment and other allocable overhead.
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12 Your Investment
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Service Activities. We may pay Rule 12b-1 service fees to Authorized
Institutions for any activity which is primarily intended to result
in personal service and/or the maintenance of shareholder accounts.
Any portion of the service fees paid to Lord Abbett Distributor will
be used to service and maintain shareholder accounts.
MANAGEMENT
The funds' investment adviser is Lord, Abbett & Co., 767 Fifth
Avenue, New York, NY 10153-0203. Founded in 1929, Lord Abbett
manages one of the nation's oldest mutual fund complexes, with
approximately $28 billion in more than 35 mutual fund portfolios and
other advisory accounts. For more information about the services
Lord Abbett provides to the funds, see the Statement of Additional
Information.
Each fund pays Lord Abbett a monthly fee based on average daily net
assets for each month. For the fiscal year ended October 31, 1998,
the fee paid to Lord Abbett was at an annual rate of .50 of 1% for
all funds, except Georgia fund. Lord Abbett waived its management
fee for the Georgia fund. In addition, the fund pays all expenses
not expressly assumed by Lord Abbett.
Lord Abbett uses a team of portfolio managers and analysts acting
together to manage the company's investments. Zane E. Brown, Partner
and Director of Fixed Income of Lord Abbett, heads the team, the
senior members of which are John R. Mousseau, Director of Municipal
Bond Management, and Philip P. Fang, Municipal Portfolio Manager.
Mr. Brown has been with Lord Abbett since 1992, Mr. Mousseau since
1993 and Mr. Fang since 1991.
Your Investment 13
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OTHER INVESTMENT TECHNIQUES
This section describes some of the investment techniques that might be
used by the funds and their risks.
Adjusting Investment Exposure. Each fund may, but is not required to,
use various strategies to change its investment exposure to adjust to
changing security prices, interest rates, and other factors. These
strategies may involve buying or selling derivative instruments, such
as options and futures contracts and indexed securities. The fund may Puerto Rico - Risk Factors.
use these transactions to change the risk and return characteristics (Applicable to each fund). The
of each fund's portfolio. If we judge market conditions incorrectly or fund may have significant
use a strategy that does not correlate well with the fund's investments in bonds issued by
investments, it could result in a loss, even if we intended to lessen the Commonwealth of Puerto Rico
risk or enhance returns. These transactions may involve a small and its instrumentalities. The
investment of cash compared to the magnitude of the risk assumed and economy of Puerto Rico is
could produce disproportionate gains or losses. Also, these strategies dominated by the mainland United
could result in losses if the counterparty to a transaction does not States, and its economic health
perform as promised. is closely tied to the price of
oil and the state of the U.S.
Borrowing. Each fund may borrow from banks. If a fund borrows money, economy. Although its
its share price may be subject to greater fluctuation until the unemployment rate has steadily
borrowing is paid off. Each fund may borrow only for temporary or declined in recent years, Puerto
emergency purposes, and not in an amount exceeding 33 1/3% of its Rico's rate continues to exceed
total assets. the U.S. average.
Concentration. No fund intends to invest more than 25% of its total Puerto Rico's economy has
assets in any industry, except that each fund may, subject to the experienced significant growth
limits referred to in Private Activity Bonds and with respect to since fiscal 1989. Continued
temporary taxable investments under "Main Risks," invest more than 25% growth will depend on several
of such assets in a combination of U.S. Government securities and in factors, including the state of
tax-exempt securities, including tax-exempt revenue bonds whether or the U.S. economy, the relative
not the users of any facilities financed by such bonds are in the same stability of the price of oil
industry. Where nongovernmental users are in the same industry, there and borrowing costs.
may be additional risk to a fund 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."
Illiquid Securities. These securities include those that are not
traded on the open market or that trade irregularly or in very low
volume. They may be difficult or impossible to sell at the time and
price the fund would like. Each fund may invest up to 15% of its
assets in illiquid securities.
Investment Grade Debt Securities. These are debt securities which are
rated in one of the four highest grades assigned by Moody's Investors
Service, Inc., Standard & Poor's Ratings Services or Fitch Investors
Service, or are unrated but determined by Lord Abbett to be equivalent
in quality.
Options and Financial Futures Transactions. Each fund may deal in
options on securities, and securities indices, and financial futures
transactions, including options on financial futures to increase or
decrease its exposure to changing securities prices or interest rates
or for bona fide hedging purposes. Each fund 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 and pur-
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chase and sell futures contracts provided that no more than 5% of its
net assets (at the time of purchase) may be invested in premiums on
such options and initial margin deposits on such futures contracts.
In addition, the use of options and financial futures transactions to
achieve a fund's investment objective could result in a loss due to
unanticipated market conditions and could increase the volatility of
the fund. These transactions may involve a small investment of cash
relative to the risks assumed.
Private Activity Bonds. Each fund may invest up to 20% of its net
assets (less any amount invested in the temporary taxable investments
described under "Main Risks") in private activity bonds. A fund's
dividends derived from interest on such bonds would be considered a
preference item for purposes of the computation of the alternative
minimum tax. A fund's 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.
Residual Bonds. Each fund may invest up to 20% of its net assets in
residual interest bonds ("RIBs") to increase portfolio duration. None
of the funds invested more than 16% of net assets in RIBs at any time
during the fiscal year ended October 31, 1998. 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 specific fixed-rate security
("specific fixed-rate security"). Changes in the interest rate on the
specific fixed-rate 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
securities similar to the specific fixed-rate security. This means
that owning RIBs makes a fund subject to greater interest rate risk.
In an effort to mitigate this risk, each fund also purchases
fixed-rate bonds, which are less volatile when utilizing RIBs. When
interest rates fall, not only do RIBs provide interest payments that
are higher than securities similar to the specific fixed-rate
security, but their values also rise faster than securities similar to
the specific fixed-rate security.
U.S. Government Securities. These are obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.
When-Issued or Delayed Delivery Transactions. Each fund may purchase
or sell municipal securities with payment and delivery taking place as
much as a month or more later. A fund would do this in an effort to
buy or sell the securities at an advantageous price and yield. The
securities involved are subject to market fluctuation and no interest
accrues to the purchaser during the period between purchase and
settlement. At the time of delivery of the securities, their market
value may be less than the purchase price. Also, if a fund commits a
significant amount of assets to when-issued or delayed delivery
transactions, it may increase the volatility of the fund's asset
value.
GLOSSARY OF SHADED TERMS
Additional Concessions. Lord Abbett Distributor may, for specified
periods, allow dealers to retain the full sales charge for sales of
shares or may pay an additional concession to a dealer who 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. Additional payments may be paid from Lord Abbett
Distributor's own resources or from distribution fees received from a
fund and will be made in the form of cash or, if permitted, non-cash
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payments. The non-cash payments will include business seminars at Lord
Abbett's headquarters or other locations, including meals and
entertainment, or the receipt of merchandise. The cash payments may
include payment of various business expenses of the dealer.
In selecting dealers to execute portfolio transactions for a fund's
portfolio, if two or more dealers are considered capable of obtaining
best execution, we may prefer the dealer who has sold our shares
and/or shares of other Lord Abbett-sponsored funds.
Authorized Institutions. Institutions and persons permitted by law to
receive service and/or distribution fees under a Rule 12b-1 plan are
"authorized institutions." Lord Abbett Distributor is an Authorized
Institution.
Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored fund
except for (1) certain tax-free, single-state funds where the
exchanging shareholder is a resident of a state in which such a fund
is not offered for sale; (2) Lord Abbett Equity Fund; (3) Lord Abbett
Series Fund; and (4) Lord Abbett U.S. Government Securities Money
Market Fund ("GSMMF") (except for holdings in GSMMF which are
attributable to any shares exchanged from the Lord Abbett family of
funds). An Eligible Fund also is any Authorized Institution's
affiliated money market fund satisfying Lord Abbett Distributor as to
certain omnibus account and other criteria.
Legal Capacity. This term refers to the authority of an individual to Guaranteed Signature. An
act on behalf of an entity or other person(s). For example, if a acceptable form of guarantee
redemption request were to be made on behalf of the estate of a would be as follows:
deceased shareholder, John W. Doe, by a person (Robert A. Doe) who has
the legal capacity to act for the estate of the deceased shareholder In the case of the estate -
because he is the executor of the estate, then the request must be
executed as follows: Robert A. Doe, Executor of the Estate of John W. Robert A. Doe
Doe. That signature using that capacity must be guaranteed by an Executor of the Estate of
Eligible Guarantor. John W. Doe
To give another example, if a redemption request were to be made on [Date]
behalf of the ABC Corporation by a person (Mary B. Doe) that has the
legal capacity to act on behalf of the Corporation, because she is the SIGNATURE GUARANTEED
president of the corporation, the request must be executed as follows: MEDALLION GUARANTEED
ABC Corporation by Mary B. Doe, President. That signature using that NAME OF GUARANTOR
capacity must be guaranteed by an Eligible Guarantor.
[signature illegible]
Mutual Fund Advisory Program. Certain unaffiliated authorized brokers, -------------------------------
dealers, registered investment advisers or other financial AUTHORIZED SIGNATURE
institutions who either (1) have an arrangement with Lord Abbett (960) X 9 0 0 3 4 7 0
Distributor in accordance with certain standards approved by Lord Securities Transfer Agents
Abbett Distributor, providing specifically for the use of our shares Medallion Program'TM' SR
(and sometimes providing for acceptance of orders for such shares on
our behalf) in particular investment products made available for a fee
to clients of such brokers, dealers, registered investment advisers In the case of the corporation -
and other financial institutions, or (2) charge an advisory, ABC Corporation
consulting or other fee for their services and buy shares for their
own accounts or the accounts of their clients. Mary B. Doe
Purchaser. The term "purchaser" includes: (1) an individual, (2) an By Mary B. Doe, President
individual and his or her spouse and children under the age of 21, and
(3) a trustee or other fiduciary purchasing shares for a single trust [Date]
estate or single fiduciary account (including a pension,
profit-sharing, or other employee benefit trust qualified under SIGNATURE GUARANTEED
Section 401 of the Internal Revenue Code - more than one qualified MEDALLION GUARANTEED
employee benefit trust of a single employer, including its NAME OF GUARANTOR
consolidated subsidiaries, may be considered a single trust, as may
qualified plans of multiple employers registered in the name of a [signature illegible]
single bank trustee as one account), although more than one -------------------------------
beneficiary is involved. AUTHORIZED SIGNATURE
(960) X 9 0 0 3 4 7 0
Securities Transfer Agents
Medallion Program'TM' SR
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Special Retirement Wrap Program. A program sponsored by an authorized
institution showing one or more characteristics distinguishing it, in
the opinion of Lord Abbett Distributor from a Mutual Fund Advisory
Program. Such characteristics include, among other things, the fact
that an authorized institution does not charge its clients any fee of
a consulting or advisory nature that is economically equivalent to the
distribution fee under the class A 12b-1 Plan and the fact that the
program relates to participant-directed Retirement Plans.
RECENT PERFORMANCE
During the past fiscal year, economic and political uncertainties Year 2000 Issues. Each fund
abroad created concern regarding the domestic economy and, investors could be adversely affected if
moved from lower-rated fixed income investments into higher-quality the computers used by each fund,
bonds. Because of our continued focus on high-quality municipal and each fund's respective
issues, the funds' net asset values increased. state, and their service
providers do not properly
Throughout the fiscal year, the funds held some prerefunded bonds. In process and calculate
an environment of falling rates, many issuers prerefunded existing, date-related information from
higher-coupon bonds. When an issuer prerefunds bonds, the proceeds and after January 1, 2000.
from newly issued lower-yielding bonds are used to buy Treasury
securities. These Treasury securities are held to pay interest and While year 2000-related computer
principal on the older, higher-coupon bonds on the first call date problems could have a negative
(the call date is a date upon which an issuer may redeem a bond). When effect on each fund, Lord Abbett
a bond becomes a strong prerefunding candidate, it trades off its is working to avoid such
lower yield-to-call rather than its higher yield-to-maturity. As a problems and has assurances from
result, it appreciates in price due to the closer maturity date (the each fund's service providers
call date) and the increase in the underlying credit quality (through that they are taking similar
the use of the Treasury securities). steps. However, because the
problem is unprecedented and
In the spring, Long Island Power Authority ("LIPA") brought to market efforts to identify and fix it
the largest municipal bond issue ($3 billion) in history. Before this are on-going, we don't know
offering, many portfolio managers raised cash by selling bonds to whether these efforts will be
raise the cash needed to invest in the LIPA issue. We correctly successful. Accordingly, each
anticipated that managers would need to liquidate some of their high fund may be adversely affected.
quality bonds to make room for LIPA, and purchased several issues at
prices which we believe were below their true value.
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Florida Tax-Free Income Fund
Financial Information
FINANCIAL HIGHLIGHTS
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These Financial Highlights have been audited by
Deloitte & Touche LLP, the fund's independent auditors, in conjunction with
their annual audit of the fund's financial statements. Financial statements
for the fiscal year ended October 31, 1998 and the Independent Auditors'
Report thereon appear in the Annual Report to Shareholders for the fiscal
year ended October 31, 1998 and are incorporated by reference into the
Statement of Additional Information, which is available upon request. Certain
information reflects financial results for a single fund share.
<TABLE>
<CAPTION>
======================================================================================================
Class A Shares
---------------------------------------------------------------
Year Ended October 31,
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance: 1998 1997 1996 1995 1994
Net asset value, beginning of year $4.87 $4.79 $4.85 $4.49 $5.28
- -------------------------------------------------------------------------------------------------------
Income from investment operations
- -------------------------------------------------------------------------------------------------------
Net investment income .235 .240 .248 .271 .291
- -------------------------------------------------------------------------------------------------------
Net realized and unrealized
- -------------------------------------------------------------------------------------------------------
gain (loss) on investments .113 .092 (.056) .352 (.695)
- -------------------------------------------------------------------------------------------------------
Total from investment operations .348 .332 .192 .623 (.404)
- -------------------------------------------------------------------------------------------------------
Distributions
- -------------------------------------------------------------------------------------------------------
Dividends from net investment income (.238) (.252) (.252) (.263) (.2835)
- -------------------------------------------------------------------------------------------------------
Distributions from net realized gain -- -- -- -- (.1025)
- -------------------------------------------------------------------------------------------------------
Net asset value, end of year $4.98 $4.87 $4.79 $4.85 $4.49
- -------------------------------------------------------------------------------------------------------
Total Return(a) 7.30% 7.12% 4.09% 14.22% (8.03%)
- -------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- -------------------------------------------------------------------------------------------------------
Expenses, including waiver 0.89% 0.86% 0.80% 0.74% 0.32%
- -------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 0.89% 0.86% 0.82% 0.88% 0.82%
- -------------------------------------------------------------------------------------------------------
Net investment income 4.79% 5.03% 5.19% 5.81% 5.98%
=======================================================================================================
<CAPTION>
Class C Shares
---------------------------------------------------------
Year Ended October 31,
<S> <C> <C> <C>
Per Share Operating Performance: 1998 1997 1996(b)
Net asset value, beginning of period $4.87 $4.79 $4.70
- -------------------------------------------------------------------------------------------------------
Income from investment operations
- -------------------------------------------------------------------------------------------------------
Net investment income .200 .202 .064
- -------------------------------------------------------------------------------------------------------
Net realized and unrealized
- -------------------------------------------------------------------------------------------------------
gain on securities .112 .093 .093
- -------------------------------------------------------------------------------------------------------
Total from investment operations .312 .295 .157
- -------------------------------------------------------------------------------------------------------
Distributions
- -------------------------------------------------------------------------------------------------------
Dividends from net investment income (.202) (.215) (.067)
- -------------------------------------------------------------------------------------------------------
Net asset value, end of period $4.98 $4.87 $4.79
- -------------------------------------------------------------------------------------------------------
Total Return(a) 6.52% 6.33% 3.35%(c)
- -------------------------------------------------------------------------------------------------------
Ratios to average net assets:
- -------------------------------------------------------------------------------------------------------
Expenses, including waiver 1.58% 1.57% 0.44%(c)
- -------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 1.58% 1.57% 0.44%(c)
- -------------------------------------------------------------------------------------------------------
Net investment income 4.09% 4.29% 1.37%(c)
=======================================================================================================
<CAPTION>
Year Ended October 31,
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Supplemental Data For All Classes: 1998 1997 1996 1995 1994 1993
Net Assets, end of year (000) $134,567 $144,748 $162,070 $173,242 $174,844 $191,463
- -------------------------------------------------------------------------------------------------------
Portfolio turnover rate 140.61% 106.32% 167.95% 142.04% 122.36% 89.32%
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.
(b) From July 15, 1996 commencement of operations.
(c) Not annualized.
See Notes to Financial Statements
18 Financial Information
<PAGE>
Florida Tax-Free Income Fund
LINE GRAPH COMPARISON
Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in both Lipper's average of Florida
muni-debt funds and the Lehman Municipal Bond Index, assuming
reinvestment of all dividends and distributions.
<TABLE>
<S> <C>
--------------------------------
- ------------------------------------------------------------------------ (1) Reflects the deduction of
the maximum initial sales
charge of 4.75%.
[GRAPH]
(2) Source: Lipper Analytical
Services.
========================================================================
Average Annual Total Return At Maximum Applicable (3) Performance for the
Sales Charge For The Periods Ending October 31, 1998 unmanaged Lehman Municipal
Bond Index does not reflect
1 Year 5 Years 10 Years (or Life) transaction costs,
- ------------------------------------------------------------------------ management fees or sales
Class A(4) 2.30% 3.68% 6.05% charges. This index is
- ------------------------------------------------------------------------ composed of municipal bonds
Class C(5) 6.52% -- 7.10% from many different states
- ------------------------------------------------------------------------ and, therefore, it may not
be valid to compare to a
single-state municipal bond
portfolio, such as this
fund.
(4) This shows total return
which is the percent change
in 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 October 31,
1998 using the SEC-required
uniform method to compute
total return. The class A
shares inception date is
9/25/91.
(5) The class C shares were
first offered on 7/15/96.
Performance is at net asset
value.
</TABLE>
Financial Information 19
<PAGE>
Georgia Tax-Free Income Fund
FINANCIAL HIGHLIGHTS
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These Financial Highlights have been audited by
Deloitte & Touche LLP, the fund's independent auditors, in conjunction with
their annual audit of the fund's financial statements. Financial statements
for the fiscal year ended October 31, 1998 and the Independent Auditors'
Report thereon appear in the Annual Report to Shareholders for the fiscal
year ended October 31, 1998 and are incorporated by reference into the
Statement of Additional Information, which is available upon request. Certain
information reflects financial results for a single fund share.
<TABLE>
<CAPTION>
================================================================================================
Class A Shares
--------------------------------------------------------
Year Ended October 31,
<S> <C> <C> <C> <C>
Per Share Operating Performance: 1998 1997 1996 1995(b)
Net asset value, beginning of period $5.31 $5.14 $5.12 $4.76
- ------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------
Net investment income .276 .275 .290 .245
- ------------------------------------------------------------------------------------------------
Net realized and unrealized
- ------------------------------------------------------------------------------------------------
gain on investments .187 .187 .0397 .370
- ------------------------------------------------------------------------------------------------
Total from investment operations .463 .462 .3297 .615
- ------------------------------------------------------------------------------------------------
Distributions
- ------------------------------------------------------------------------------------------------
Dividends from net investment income (.268) (.282) (.2872) (.255)
- ------------------------------------------------------------------------------------------------
Distributions from net realized gain (.075) (.01) (.0225) --
- ------------------------------------------------------------------------------------------------
Net asset value, end of period $5.43 $5.31 $5.14 $5.12
- ------------------------------------------------------------------------------------------------
Total Return(a) 9.00% 9.27% 6.69% 13.15%(c)
- ------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------
Expenses, including waiver 0.24% 0.38% 0.03% 0.00%(c)
- ------------------------------------------------------------------------------------------------
Expenses, excluding waiver 0.74% 0.88% 0.83% 1.08%(c)
- ------------------------------------------------------------------------------------------------
Net investment income 5.07% 5.23% 5.55% 5.44%(c)
- ------------------------------------------------------------------------------------------------
================================================================================================
<CAPTION>
Year Ended October 31,
------------------------------------------------------------
<S> <C> <C> <C> <C>
Supplemental Data: 1998 1997 1996 1995(b)
Net Assets, end of year (000) $19,764 $13,897 $10,688 $5,203
- ------------------------------------------------------------------------------------------------
Portfolio Turnover Rate 126.52% 90.40% 72.53% 142.69%
- ------------------------------------------------------------------------------------------------
</TABLE>
(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.
(b) From December 27, 1994 commencement of operations.
(c) Not annualized.
See Notes to Financial Statements.
20 Financial Information
<PAGE>
Georgia Tax-Free Income Fund
<TABLE>
<S> <C>
LINE GRAPH COMPARISON
Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in both the Lipper's average of Georgia
muni-debt funds and the Lehman Municipal Bond Index, assuming
reinvestment of all dividends and distributions.
(1) Reflects the deduction of
- ------------------------------------------------------------------------ the maximum initial sales
charge of 4.75%.
[GRAPH] (2) Source: Lipper Analytical
Services.
======================================================================== (3) Performance for the
Average Annual Total Return At Maximum Applicable unmanaged Lehman Municipal
Sales Charge For The Periods Ending October 31, 1998 Bond Index does not reflect
transaction costs,
1 Year 5 Years 10 Years (or Life) management fees or sales
- ------------------------------------------------------------------------ charges. This index is
Class A(4) 3.90% -- 8.51% 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 this
fund.
(4) This shows total return
which is the percent change
in 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 October 31,
1998 using the SEC-required
uniform method to compute
total return. The class A
share inception date is
12/27/94.
</TABLE>
Financial Information 21
<PAGE>
Michigan Tax-Free Income Fund
FINANCIAL HIGHLIGHTS
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These Financial Highlights have been audited by
Deloitte & Touche LLP, the fund's independent auditors, in conjunction with
their annual audit of the fund's financial statements. Financial statements
for the fiscal year ended October 31, 1998 and the Independent Auditors'
Report thereon appear in the Annual Report to Shareholders for the fiscal
year ended October 31, 1998 and are incorporated by reference into the
Statement of Additional Information, which is available upon request. Certain
information reflects financial results for a single fund share.
<TABLE>
<CAPTION>
=================================================================================================================================
Class A Shares
----------------------------------------------------------------------------------------
Year Ended October 31,
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance: 1998 1997 1996 1995 1994
Net asset value, beginning of year $5.06 $4.93 $4.93 $4.53 $5.23
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .255 .267 .274 .284 .286
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- ---------------------------------------------------------------------------------------------------------------------------------
gain (loss) on investments .121 .128 (.010) .395 (.651)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .376 .395 .264 .679 (.365)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (.256) (.265) (.264) (.279) (.293)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain -- -- -- -- (.042)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $5.18 $5.06 $4.93 $4.93 $4.53
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return(a) 7.59% 8.24% 5.53% 15.39% (7.29%)
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses, including waiver 0.69% 0.60% 0.44% 0.25% 0.34%
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 0.69% 0.68% 0.73% 0.75% 0.84%
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.98% 5.37% 5.59% 5.95% 5.69%
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
=================================================================================================================================
Year Ended October 31,
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Supplemental Data: 1998 1997 1996 1995 1994
Net Assets, end of year (000) $53,139 $52,630 $52,975 $54,186 $45,603
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 82.33% 68.50% 85.26% 98.89% 137.31%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions. See Notes to Financial Statements.
22 Financial Information
<PAGE>
Michigan Tax-Free Income Fund
<TABLE>
<S> <C>
LINE GRAPH COMPARISON
Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in both Lipper's average of Michigan
muni-debt funds and the Lehman Municipal Bond Index, assuming
reinvestment of all dividends and distributions.
(1) Reflects the deduction of
- ------------------------------------------------------------------------ the maximum initial sales
charge of 4.75%.
[GRAPH] (2) Source: Lipper Analytical
Services.
======================================================================== (3) Performance for the
Average Annual Total Return At Maximum Applicable unmanaged Lehman Municipal
Sales Charge For The Periods Ending October 31, 1998 Bond Index does not reflect
transaction costs,
1 Year 5 Years 10 Years (or Life) management fees or sales
- ------------------------------------------------------------------------ charges. This index is
Class A(4) 2.60% 4.61% 6.51% 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 this
fund.
(4) This shows total return
which is the percent change
in 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 October 31,
1998 using the SEC-required
uniform method to compute
total return. The class A
share inception date is
12/1/92.
</TABLE>
Financial Information 23
<PAGE>
Pennsylvania Tax-Free Income Fund
FINANCIAL HIGHLIGHTS
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends
and distributions. These Financial Highlights have been audited by Deloitte &
Touche LLP, the fund's independent auditors, in conjunction with their annual
audit of the fund's financial statements. Financial statements for the fiscal
year ended October 31, 1998 and the Independent Auditors' Report thereon
appear in the Annual Report to Shareholders for the fiscal year ended October
31, 1998 and are incorporated by reference into the Statement of Additional
Information, which is available upon request. Certain information reflects
financial results for a single fund share.
<TABLE>
<CAPTION>
============================================================================================
Class A Shares
------------------------------------------
Year Ended October 31,
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance: 1998 1997 1996 1995 1994
Net asset value, beginning of year $5.14 $5.01 $5.01 $4.62 $5.33
- --------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------
Net investment income .264 .276 .2772 .282 .300
- --------------------------------------------------------------------------------------------
Net realized and unrealized
- --------------------------------------------------------------------------------------------
gain (loss) on investments .144 .131 (.0011) .395 (.6975)
- --------------------------------------------------------------------------------------------
Total from investment operations .408 .407 .2761 .677 (.3975)
- --------------------------------------------------------------------------------------------
Distributions
- --------------------------------------------------------------------------------------------
Dividends from net investment income (.268) (.277) (.2761) (.2870) (.2925)
- --------------------------------------------------------------------------------------------
Distributions from net realized gain -- -- -- -- (.02)
- --------------------------------------------------------------------------------------------
Net asset value, end of year $5.28 $5.14 $5.01 $5.01 $4.62
- --------------------------------------------------------------------------------------------
Total return(a) 8.12% 8.37% 5.68% 15.02% (7.73%)
- --------------------------------------------------------------------------------------------
Ratios to average Net Assets:
- --------------------------------------------------------------------------------------------
Expenses, including waiver 0.72% 0.61% 0.62% 0.50% 0.33%
- --------------------------------------------------------------------------------------------
Expenses, excluding waiver 0.72% 0.65% 0.69% 0.65% 0.68%
- --------------------------------------------------------------------------------------------
Net investment income 5.05% 5.47% 5.55% 5.83% 5.98%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
=============================================================================================
Year Ended October 31,
---------------------------------------------------
<S> <C> <C> <C> <C> <C>
Supplemental Data: 1998 1997 1996 1995 1994
Net Assets, end of year (000) $102,907 $94,237 $92,605 $93,494 $81,258
- --------------------------------------------------------------------------------------------------------
Portfolio turnover rate 65.20% 70.99% 78.30% 126.11% 137.22%
- --------------------------------------------------------------------------------------------------------
</TABLE>
(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.
See Notes to Financial Statements.
24 Financial Information
<PAGE>
Pennsylvania Tax-Free Income Fund
<TABLE>
<S> <C>
LINE GRAPH COMPARISON
Immediately below is a comparison of a $10,000 investment in class A shares to
the same investment in both Lipper's average of Pennsylvania muni-debt funds
and the Lehman Municipal Bond Index, assuming reinvestment of all dividends
and distributions.
-----------------------------------------
(1) Reflects the deduction of the maximum
initial sales charge of 4.75%.
[GRAPH] (2) Source: Lipper Analytical Services.
(3) Performance for the unmanaged Lehman
Municipal Bond Index does not
reflect transaction costs,
management fees or sales charges.
This index is composed of municipal
- -------------------------------------------------------------------------------- bonds from many different states
Average Annual Total Return At Maximum Applicable and, therefore, it may not be valid
Sales Charge For The Periods Ending October 31, 1998 to compare to a single-state
municipal bond portfolio, such as
1 Year 5 Years 10 Years (or Life) this fund.
- --------------------------------------------------------------------------------
Class A(4) 2.90% 4.58% 6.80% (4) This shows total return which is the
- -------------------------------------------------------------------------------- percent change in 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 October 31,
1998 using the SEC-required uniform
method to compute total return. The
class A share inception date is
2/3/92.
</TABLE>
Financial Information 25
<PAGE>
COMPENSATION FOR YOUR DEALER
<TABLE>
<CAPTION>
===================================================================================================================================
FIRST YEAR COMPENSATION
Front-end
sales charge Dealer's
paid by investors concession Service fee(1) Total compensation(2)
Class A investments (% of offering price) (% of offering price) (% of net investment) (% of offering price)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than $50,000 4.75% 4.00% 0.25% 4.24%
- -----------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999 4.75% 4.25% 0.25% 4.49%
- -----------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999 3.75% 3.25% 0.25% 3.49%
- -----------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999 2.75% 2.50% 0.25% 2.74%
- -----------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999 2.00% 1.75% 0.25% 2.00%
- -----------------------------------------------------------------------------------------------------------------------------------
$1 million or more(3) or Retirement Plan - 100 or more
eligible employees(3) or Special Retirement Wrap Program(3)
- -----------------------------------------------------------------------------------------------------------------------------------
First $5 million no front-end sales charge 1.00% 0.25% 1.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that no front-end sales charge 0.55% 0.25% 0.80%
- -----------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that no front-end sales charge 0.50% 0.25% 0.75%
- -----------------------------------------------------------------------------------------------------------------------------------
Over $50 million no front-end sales charge 0.25% 0.25% 0.50%
===================================================================================================================================
Class C investments
- -----------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
===================================================================================================================================
Class P investments Percentage of average net assets
- -----------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
===================================================================================================================================
ANNUAL COMPENSATION AFTER FIRST YEAR
Class A investments
- -----------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Class C investments
- -----------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.65% 0.25% 0.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Class P investments
- -----------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The service fee for class A and P shares is paid quarterly and for class A
shares may not exceed 0.15% for shares sold prior to: October 1, 1992 for
the Florida fund; and the first day of the calendar quarter subsequent to
each of the Georgia, Michigan, and Pennsylvania fund's net assets reaching
$100 million. The first year's service fee on class C shares is paid at the
time of sale.
(2) Reallowance/concession percentages and service fee percentages are
calculated from different amounts, and therefore may not equal total
compensation percentages if combined using simple addition. Additional
Concessions may be paid to Authorized Institutions, such as your dealer,
from time to time.
(3) Concessions are paid 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.
With respect to (a) class A share purchases at $1 million or more, sales
qualifying at such level under rights of accumulation and statement of
intention privileges are included and (b) for Special Retirement Wrap
Programs, only new sales are eligible and exchanges into the fund are
excluded.
(4) With respect to class C and P shares, 0.90% and 0.45%, respectively, of the
average annual net asset value of such shares outstanding during the quarter
(including distribution reinvestment shares after the first anniversary of
their issuance) is paid to Authorized Institutions, such as your dealer.
These fees are paid quarterly in arrears.
26 Financial Information
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
<TABLE>
<S> <C>
More information on these funds is available free upon request, including
the following:
ANNUAL/SEMI-ANNUAL REPORT To obtain information:
Describes the funds, lists portfolio holdings and contains a letter from the By telephone. Call the funds at
funds' manager discussing recent market conditions and each fund's 800-426-1130
investment strategies.
By mail.
Write to the funds at:
STATEMENT OF ADDITIONAL INFORMATION ("SAI") The Lord Abbett Family of Funds
767 Fifth Avenue
Provides more details about the funds and their policies. A current SAI is New York, NY 10153-0203
on file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus). Via the Internet. Text only
versions of fund documents
can be viewed online or
downloaded from:
Lord, Abbett & Co.
http://www.lordabbett.com
SEC
http://www.sec.gov
You can also obtain copies by
visiting the SEC's Public Reference
Florida Tax-Free Income Fund Room in Washington, DC (phone
Georgia Tax-Free Income Fund 800-SEC-0330) or by sending
Michigan Tax-Free Income Fund your request and a duplicating
Pennsylvania Tax-Free Income Fund fee to the SEC's Public Reference
Section, Washington, DC
20549-6009.
The General Motors Building
767 Fifth Avenue LATFIT-1-399
New York, NY 10153-0203 (3/99)
- ------------------------
SEC file number: 811-3942
</TABLE>
<PAGE>
Lord Florida Tax-Free Income Fund
Abbett Georgia Tax-Free Income Fund
Michigan Tax-Free Income Fund
Pennsylvania Tax-Free Income Fund
Prospectus
March 1, 1999
[LOGO LORD, ABBETT & CO.]
As with all mutual funds, the Securities and Exchange Commission
does not guarantee that the information in this prospectus is
accurate or complete, and it has not judged these funds for their
investment merit. It is a criminal offense to state otherwise.
Class P shares of the funds are neither offered to the general
public nor available in all states in which the funds are otherwise
available. Please call 800-821-5129 for further information.
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as ........................ 'TM'
<PAGE>
Statement of Additional Information March 1, 1999
Lord Abbett Tax-Free Income Trust
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities daler or from Lord Abbett Distributor LLC
("Lord Abbett Distributor"), The General Motors Building, 767 Fifth Aenue, New
York, New York 10153-0203. This Statement relates to, and should be read in
conjunction with, theProspectus dated March 1, 1999.
Lord Abbett Tax-Free Income Trust (the "Company") was organized as a
Massachusetts business trust on September 11, 1991. The Company's Board of
Trustees has authority to create separate series of shares of beneficial
interest, without further action by shareholders. The Company has four series:
the Florida Fund, the Georgia Fund, the Michigan Fund and the Pennsylvania Fund
(each a "Fund"). The Florida Fund has three classes of shares: Class A, C and P.
The other Funds consist of two classes of shares only: Class A and P. Further
funds and/or classes may be added in the future.
Rule 18f-2 under the Investment Company Act of 1940, as amended (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 Company shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding shares of each class or funds affected by such matter. Rule
18f-2 further provides that a class or fund shall be deemed to be affected by a
matter unless the interests of each class or funds in the matter are
substantially identical or the matter does not affect any interest of such class
or fund. However, the Rule exempts the selection of independent public
accountants, the approval of principal distribution contracts and the election
of trustees from the separate voting requirements of the Rule.
Shareholder inquiries should be made by writing directly to the Company or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.
TABLE OF CONTENTS Page
1. Investment Policies 2
2. Trustees and Officers 9
3. Investment Advisory and Other Services 12
4. Portfolio Transactions 13
5. Purchases, Redemptions and Shareholder Services 15
6. Taxes 21
7. Risk Factors Regarding Investments in Florida, Georgia
Michigan, Pennsylvania and Puerto Rico Municipal Bonds 22
8. Past Performance 26
9. Information About the Comany 27
10. Financial Statements 28
<PAGE>
1.
Investment Policies
Fundamental Investment Restrictions. Each Fund's investment objective and
policies are described in the Prospectus under "Goal/Approach." In addition to
those policies described in the Prospectus, each Fund is subject to the
following fundamental investment restrictions, which cannot be changed for each
Fund without the approval of the holders of a majority of the Fund's shares. The
Company may not: (1) borrow money (except that (i) the Fund 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 Fund may borrow up to an additional
5% of its total assets for temporary purposes, (iii) each Fund may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of portfolio securities and (iv) each Fund may purchase securities on margin to
the extent permitted by applicable law); (2) pledge its assets (other than to
secure borrowings or to the extent permitted by the Fund's 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 Fund 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 Fund 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 the Company
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) invest more than 25% of its assets, taken at market
value, in the securities of issuers in any particular industry (excluding
tax-exempt securities financing facilities in the same industry or issued by
nongovernmental users and securities of the U.S. Government, its agencies and
instrumentalities); or (7) 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 Trustees without shareholder approval. Each Fund may
not: (1) borrow in excess of 33 1/3% of its total assets (including the amount
borrowed), 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 Trustees; (4) invest in securities of other
investment companies, except as permitted by applicable law; (5) invest in
securities of issuers which, with their predecessors, have a record of less than
three years of continuous operation, if more than 5% of such 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 when more than 1/2 of 1% of the issuer's securities are
owned beneficially by one or more of the Fund's officers or trustees or by one
or more partners 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 Fund's
total assets (included within such limitation, but not to exceed 2% of such
Fund's 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 such Fund 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,
trustees, employees, or its investment adviser or any of its officers, trustees,
partners or employees, any securities other than shares of beneficial interest
in a Fund of the Company.
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With respect to each Fund, there is no fundamental policy or restriction with
respect to diversification, but each Fund will be required to meet the
diversification rules under Subchapter M of the Internal Revenue Code.
While each of the Funds may take short-term gains if deemed appropriate,
normally, the Funds 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 risks. For the fiscal year ended October
31, 1998 the portfolio turnover rates for the Florida, Georgia, Michigan and
Pennsylvania Funds were 140.61%,126.52 %, 82.33 % and 65.20 %, respectively. The
liquidity of a Rule 144A security will be a determination of fact for which the
trustees are ultimately responsible. However, the Trustees may delegate the
day-to-day function of such determinations to Lord Abbett, subject to the
Trustees' oversight. Examples of factors which the Trustees 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 the nature of
the marketplace (e.g., the time period needed to dispose of the security, the
method of soliciting offers and the mechanics of transfer).
Investment Techniques
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.
Description of Four Highest Municipal Bond Ratings
Moody's describes its four highest ratings for municipal bonds as follows:
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Aaa 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.
Aa 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.
A 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.
Baa 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 An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA An obligation rated AA differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions are changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
Fitch describes its four highest ratings for municipal bonds as follows:
AAA Highest credit quality. 'AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong capacity for
timely payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA Very high credit quality. 'AA' ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A High credit quality. 'A' ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
BBB Good credit quality. 'BBB' ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.
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Options And Financial Futures Transactions
General. Each Fund may engage in futures and options transactions in accordance
with its investment objective and policies. Each Fund intends to engage in such
transactions if it appears advantageous to the Funds to do so, in order to
pursue its investment objective, to hedge against the effects of fluctuating
interest rates and to stabilize the value of its assets. The use of futures and
options and possible benefits and attendant risks are discussed below, along
with information concerning certain other investment policies and techniques.
Financial Futures Contracts. Each Fund 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 the Fund 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 which reflect 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.
Each Fund 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 each Fund and futures contracts subject to outstanding options
written by each Fund would exceed 50% of the total assets of each Fund. 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. Each Fund will incur
brokerage fees when it purchases or sells contracts and will be required to
maintain margin deposits. At the time each Fund enters into a futures 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 Fund's return. Futures contracts entail risks. Lord Abbett's
judgment about the general direction of interest rates or markets is wrong, the
Funds' 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 interest
rates on municipal bonds, frequently there are 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. For example, 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 between the debt securities
and futures markets 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
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these events should occur, a Fund could lose money on the financial futures
contracts and also on the value of its portfolio securities.
Options On Financial Futures Contracts. Each Fund 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. Each Fund 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 those risks relating to
transactions in financial futures contracts described above. Also, an option
purchased by a Fund may expire worthless, in which case that Fund would lose the
premium paid therefor.
Options On Securities. Each Fund 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 Fund 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 exercise price to such market price, the price
volatility of the underlying security, the option period, supply and demand and
interest rates. Each Fund 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 that 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 each Fund to protect capital gains in
an appreciated security it owns, without being required to actually sell that
security. At times a Fund might like to establish a position in securities upon
which call options are available. By purchasing a call option, a Fund 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 Fund 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, it 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 Fund 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 each Fund 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, normally pricing is done by reference to information from market
makers, which information is carefully monitored by the Company's investment
adviser and verified in appropriate cases.
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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 specific time. Consequently, each Fund 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 Fund 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 Fund 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 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 Company 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 dealers with
which they intend to engage in OTC options transactions are, generally,
agreeable to and capable of entering into closing transactions. The Company has
adopted procedures for engaging in OTC options for the purpose of reducing any
potential adverse effect of such transactions upon the liquidity of each Funds'
portfolio. A description of such procedures is set forth below.
Each Fund will only engage in OTC options transactions with dealers that have
been specifically approved by the trustees of the Company. The Fund and their
investment adviser believe that such dealers present minimal credit risks to the
Fund and, therefore, should be able to enter into closing transactions, if
necessary. The Fund will not engage in OTC options transactions if the amount
invested by a Fund in OTC options, plus a "liquidity charge" related to OTC
options written by such Fund, plus the amount invested by such Fund in illiquid
securities, would exceed 10% of the Fund' net assets. The "liquidity charge"
referred to above is computed as described below.
The Company anticipates entering into agreements with dealers to which the Funds
sell OTC options. Under these agreements, a Fund 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 Fund to repurchase a specific OTC option written by the Fund, the
"liquidity charge" will be the current market value of the assets serving as
"cover" for such OTC option.
Options On Securities Indices. Each Fund 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 Fund owns or intends to
purchase, and not for speculation. Through the writing or purchase of index
options, a Fund 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 Fund owns or
intends to purchase will probably not correlate perfectly with movements in the
level of an index and, therefore, the Fund bears the risk that a loss on an
index option would not be completely offset by movements in the price of such
securities.
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When a Fund 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 Fund writes a call
option on a securities index at a time when the contract value exceeds the
exercise price, the Fund will segregate and mark-to-market until the option
expires or is closed out, cash or equivalents equal in value to such excess.
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 Fund may expire worthless, in which case the Fund
would lose the premium paid therefor.
Delayed Delivery Transactions. Each Fund may purchase or sell portfolio
securities on a when-issued or delayed delivery basis. When-issued or delayed
delivery transactions involve a commitment by a Fund 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 Fund at
the time of entering into the transaction. When a Fund 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 a
Fund 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 a Fund 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. Each Fund, generally, has the ability to close out a purchase obligation
on or before the settlement date, rather than take delivery of the security.
To the extent a Fund engages in when-issued or delayed delivery purchases, it
will do so for the purpose of acquiring portfolio securities consistent with its
investment objective and policies and not for investment leverage or to
speculate in interest rate changes. A Fund will only make commitments to
purchase securities on a when-issued or delayed delivery basis with the
intention of actually acquiring the securities, but each Fund reserves the right
to sell these securities before the settlement date if deemed advisable.
Regulatory Restrictions. To the extent required to comply with applicable
Securities and Exchange Commission requirements, when purchasing a futures
contract, writing a put option or entering into a delayed delivery purchase,
each Fund will maintain in a segregated account cash or liquid 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 Fund will enter into a futures contract or
purchase an option thereon if immediately thereafter the initial margin deposits
for futures contracts held by the Fund plus premiums paid by it for open options
on futures would exceed 5% of that Funds' total assets. No Fund will 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 Fund 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 will at
all times not exceed the sum of: (1) accrued profit on such 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 in 30 days.
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2.
Trustees and Officers
The following trustee is a partner of Lord, Abbett & Co. ("Lord Abbett"), The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been associated with Lord Abbett for over five years and is also officer,
director or trustee of the other Lord Abbett-sponsored funds. He is an
"interested person" as defined in the Act, and as such, may be considered to
have an indirect financial interest in the Rule 12b-1 Plans described in the
Prospectus.
Robert S. Dow, age 54, Chairman and President
The following outside trustees are also directors or trustees of some or all of
the other Lord Abbett-sponsored funds referred to above.
E. Thayer Bigelow, Senior Adviser
Time Warner Inc.
1271 Avenue of the Americas
New York, New York
Senior Adviser, Time Warner, Inc. Formerly, Acting Chief Executive Officer of
Courtroom Television Network (1997-1998). Formerly, President and Chief
Executive Officer of Time Warner Cable Programming, Inc. (1991-1997). Prior to
that, President and Chief Operating Officer of Home Box Office, Inc. Age 57.
William H.T. Bush
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri
Co-founder and Chairman of the Board of financial advisory firm of
Bush-O'Donnell & Company. Age 60.
Robert B. Calhoun, Jr.
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York
Managing Director of Monitor Clipper Partners and President of the Clipper Group
L.P., both private equity investment funds. Age 56.
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 68.
John C. Jansing
162 S. Beach Road
Hobe Sound, Florida
Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.
C. Alan MacDonald
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut
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Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly General Partner of The Marketing Partnership,
Inc., a full service marketing consulting firm (1994 - 1997). Prior to that,
Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992 - 1994). His career spans 36 years at Stouffers and
Nestle with 18 of the years as Chief Executive Officer. Currently serves as
Director of DenAmerica Corp., J.B. Williams Company, Inc., Fountainhead Water
Company and Exigent Diagnostics. Age 65.
Hansel B. Millican, Jr.
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York
President and Chief Executive Officer of Rochester Button Company. Age 70.
Thomas J. Neff
Spencer Stuart
277 Park Avenue
New York, New York
Chairman of Spencer Stuart, an executive search consulting firm. Currently
serves as Director of Ace, Ltd. (NYSE). Age 61.
The second column of the following table sets forth the compensation accrued for
the Company's outside trustees. The third and fourth columns set forth
information with respect to the retirement plan for outside trustees maintained
by the Lord Abbett-sponsored funds. The fifth column sets forth the total
compensation payable by such funds to the outside trustees. No trustee of the
Company associated with Lord Abbett and no officer of the Company received any
compensation from the Company for acting as a trustee or officer.
For the Fiscal Year Ended October 31, 1998
------------------------------------------
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Pension or For Year Ended
Retirement Benefits December 31, 1998
Accrued by the Total Compensation
Aggregate Company and Accrued by the Company and
Compensation Twelve Other Lord Twelve Other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of Trustee the Company(1) Companys(2) Companys(3)
- --------------- -------------- ----------- --------------------------
<S> <C> <C> <C>
E. Thayer Bigelow $1,000 $17,068 $57,400
William H. T. Bush* $ 289 $0 $27,500
Robert B. Calhoun, Jr.** $ 394 $0 $33,500
Stewart S. Dixon $ 984 $32,190 $56,500
John C. Jansing $ 971 $45,085 $55,500
C. Alan MacDonald $ 971 $30,703 $55,000
Hansel B. Millican, Jr. $ 971 $37,747 $55,500
Thomas J. Neff $ 989 $19,853 $56,500
</TABLE>
*Elected as of August 13, 1998.
**Elected as of June 17, 1998.
1. Outside trustees fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on the
net assets of each fund. A portion of the fees payable by the Company to its
10
<PAGE>
outside directors is being deferred under a plan that deems the deferred
amounts to be invested in shares of the Company for later distribution to
the directors.
2. The amounts in Column 3 were accrued by the Lord Abbett-Sponsored Funds for
the 12 months ended October 31, 1998 with respect to the equity based plans
established for independent directors in 1996. This plan supersedes a
previously approved retirement plan for all future directors. Current
directors had the option to covert their accrued benefits under the
retirement plan. All of the outside directors except one made such an
election. Each plan also provides for a pre-retirement death benefit and
actuarially reduced joint-and-survivor spousal benefits.
3. This column shows aggregate compensation, including trustees 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, 1998. The amounts of the aggregate compensation payable
by the Company as of October 31, 1998 deemed invested in Company shares,
including dividends reinvested and changes in net asset value applicable to
such deemed investments, were: Mr. Bigelow, $1.671; Mr. Calhoun, $264, $;
Mr. Jansing, $ 25,597; Mr. MacDonald, $10,642; Mr. Millican, $24,792, and
Mr. Neff, $25,874. If the amounts deemed invested in Company shares were
added to each trustees actual holdings of Company shares as of October 31,
1998, each would own the following: Mr. Bigelow, $5,002; Mr. Dixon, $1,274;
Mr. jANSING, $7,449; Mr. McDonald, $2,697; Mr. Millican, $7,464; and
Mr. Neff, $7,430.
4. Mr. Jansing chose to continue to receive benefits under the retirement plan
which provides that outside directors (Trustees) may receive annual
retirement benefits for life equal to their final annual retainer following
retirement at or after age 72 with at least ten years of service. This, if
Mr. Jansing were to retire and the annual retainer payable by the funds were
the same as it is today, he would receive annual retirement benefits of
$50,000.
Except where indicated, the following executive officers of the Company have
been associated with Lord Abbett for over five years. Of the following, Messrs.
Brown, Carper, Messrs. Hilstad, and Morris are partners of Lord Abbett; the
others are employees:
Executive Vice President
Zane Brown, age 47
Vice Presidents
Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.)
Daniel E. Carper, age 47
Philip Fang, age 33
Lawrence H. Kaplan, age 42 (with Lord Abbett since 1997 - formerly Vice
President and Chief Counsel of Salomon Brothers Asset Management Inc from 1995
to 1997, prior thereto Senior Vice President, Director and General Counsel of
Kidder Peabody Asset Management, Inc.)
Thomas F. Konop, age 56
Robert G. Morris, age 54
John R. Mouseeau, age 42
A.Edward Oberhaus, III, age 39
Keith F. O'Connor, age 43
11
<PAGE>
Treasurer
Donna M. McManus, age 38 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).
The Company does not hold annual meetings of shareholders unless one or more
matters are required to be acted on by shareholders under the Act. Under the
Company's Declaration of Trust, shareholder meetings may be called at any time
by certain officers of the Company or by a majority of the trustees (i) for the
purpose of taking action upon any matter requiring the vote or authority of the
Company's shareholders or upon other matters deemed to be necessary or desirable
or (ii) upon the written request of the holders of at least one-quarter of the
shares of the Company outstanding and entitled to vote at the meeting.
As of February 12, 1999 our officers and trustees as a group owned less than 1%
the Fund's outstanding shares. As of February 12, 1999, there were no record
holders of 5% or more of the Fund's outstanding shares.
3.
Investment Advisory and Other Services
As described under "Management" in the Prospectus, Lord Abbett is the
Company's investment manager. Of the general partners of Lord Abbett, those of
whom are officers and/or trustees of the Company, are: Zane E. Brown, Daniel E.
Carper, Robert S. Dow, Paul A. Hilstad and Robert G. Morris. The address of each
partner is The General Motors Building, 767 Fifth Avenue, New York, New York
10153-0203. The other general partners of Lord Abbett who are neither officers
nor directors of the Company are Stephen I. Allen, John E. Erard, Robert P.
Fetch, Robert I. Gerber, Daria L. Foster,. Thomas W. Hudson ,Stephen J.
McGruder, Michael B. McLaughlin. Robert J. Noelke. Robert M. Pennington,
Christopher J. Towle and John J. Walsh,.
The services performed by Lord Abbett are described under "Our Management" in
the Prospectus. Under the Management Agreement, we are obligated to pay Lord
Abbett a monthly fee, based on average daily net assets of each Fund for each
month, at the annual rate of .5 of 1%. This fee is allocated among each Fund's
classes based on the class' proportionate share of the average daily net assets
of the Fund. In addition, we pay all expenses not expressly assumed by Lord
Abbett, including without limitation 12b-1 expenses; outside trustees' 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
share 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.
Although not obligated to do so, Lord Abbett may waive all or part of its
management fees and may assume other expenses of the Company. Subsequently, Lord
Abbett may charge these fees and/or omit these subsidies on a partial or
complete basis.
The Company's Management Agreement provides for each Fund to repay Lord Abbett
without interest for subsidized expenses on and after the first day of the
calendar quarter after the net assets of a Fund first reaches $50 million (the
"commencement date") and until the net assets reach $100 million, provided the
ratio of operating expenses of the Fund (determined before taking into account
any fee waiver or expense assumption) to average net assets is less than .85%
and the amount repaid is equal in dollars to the difference between the expenses
included in the determination of such expense ratio and those at an expense
ratio of .85%. Beginning on the first day of the calendar quarter after the net
assets of a Fund first reach $100 million, the repayment of expenses shall be
measured by the difference between the expenses included in the determination of
each Fund expense ratio and those at an expense ratio of 1.05%. A Fund shall not
be obligated to repay any such expenses after the earlier of the termination of
the Management Agreement or the end of five full fiscal years after the
commencement date.
As of October 31, 1998, other expenses reimbursed by Lord Abbett and not repaid
by the Georgia Fund amount to $40,765.
12
<PAGE>
Gross management fees, management fees waived and net management fees for each
Fund for the years ended October 31, 1998, 1997 and 1996 respectively, were as
follows:
FUND 1998
- ---- ----
Gross Management Net
Management Fees Management
Fees Waived Fees
---- ------ ----
Florida $702,730 -- $702,730
Pennsylvania $492,670 -- $492,670
Michigan $266,479 -- $266,479
Georgia $84,279 $84,279 --
FUND 1997
- ---- ----
Gross Management Net
Management Fees Management
Fees Waived Fees
---- ------ ----
Florida $760,504 -- $760,504
Pennsylvania $464,836 $34,734 $430,102
Michigan $261,943 $45,360 $216,583
Georgia $59,788 $59,788 --
FUND 1996
- ---- ----
Gross Management Net
Management Fees Management
Fees Waived Fees
---- ------ ----
Florida $835,177 $28,910 $806,267
Pennsylvania $465,181 $62,240 $402,941
Michigan $268,578 $152,438 $116,140
Georgia $40,660 $40,660 --
Expenses of the Georgia Fund assumed by Lord Abbett for the year ended
October 31, 1996 was $24,665 and $16,100, respectively.
Lord Abbett has given the Company the right to use the identifying name "Lord
Abbett" and this right may be withdrawn if Lord Abbett ceases to be the
Company's investment manager.
Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281, are
the independent auditors of the Company and must be approved at least annually
by our Board of Trustees to continue in such capacity. Deloitte & Touche LLP
perform audit services for the Company including the audit of financial
statements included in our annual report to shareholders.
The Bank of New York, 48 Wall Street, New York, New York 10286, serves as the
Company's custodian.
United Missouri Bank of Kansas City, N.A., Tenth and Grand, Kansas City,
Missouri 64141, acts as the Transfer Agent and Dividend Disbursing Agent for
each Fund.
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 Company usually will pay no brokerage commissions
on such transaction. Purchases from underwriters
13
<PAGE>
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 Company 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 best
execution.
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
Company; 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 Company, 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 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 Lord Abbett 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 ended October 31, 1998, 1997 and 1996, we paid no
commissions to independent brokers.
14
<PAGE>
5.
Purchases, Redemptions and Shareholder Services
Information concerning how we value our shares for the purchase and redemption
or repurchase of our shares is contained in the Prospectus under "Purchases" and
"Redemptions," respectively.
As disclosed in the Prospectus, we calculate net asset value and are otherwise
open for business on each day that the New York Stock Exchange ("NYSE") is open
for trading. The NYSE is closed on Saturdays and Sundays and the following
holidays -- New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas
Day.
Securities in our portfolio are valued at their 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 Company'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 market 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 trustees.
Although our shares are continuously offered, we are under no obligation to
maintain the offering or its terms, and the offering may be suspended, changed
or withdrawn. The sales agreements between Lord Abbett and independent
securities dealers provide that all orders are subject to acceptance in New York
and that the right is reserved to reject any order.
The net asset value per share for the Class C shares of the Florida Fund will be
determined in the same manner as for the Class A shares (net assets divided by
outstanding shares). The Class C shares of the Florida Fund will be sold at net
asset value.
The maximum offering prices of our Class A shares on October 31, 1998 were
computed as follows:
Florida Pennsylvania Georgia Michigan
Fund Fund Fund Fund
Net asset value per share (net assets
divided by shares outstanding) ..........$4.98 $5.28 $5.43 $5.18
Maximum offering price per share (net
asset value divided by .9525) ...........$5.23 $5.54 $5.70 $5.44
The offering prices of our Class C shares on October 31, 1998 were computed as
follows:
Florida Fund
Net asset value per share (net assets
divided by shares outstanding) .............$4.98
The Company has entered into a distribution agreement with Lord Abbett
Distributor LLC, a New York limited liability company ("Lord Abbett
Distributor") and subsidiary of Lord Abbett under which Lord Abbett Distributor
is blighted to use its best efforts to find purchasers for the shares of the
Company, and to make reasonable efforts to sell Company 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 Distributor 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:
15
<PAGE>
Year Ended Year Ended Year Ended
Oct. 31, 1997 Oct. 31, 1996 Oct. 31, 1998
Gross sales charge $870,073 $970,316 $904,104
Amount allowed
to dealers $769,150 $848,058 $797,281
-------- -------- --------
Net commissions received
by Lord Abbett Distributor $100,923 $122,258 $106,823
======== ======== ========
ALTERNATIVE SALES ARRANGEMENTS
Classes of Shares. This Prospectus offers three classes of shares designated as
Classes A, C and P (which may differ for each Fund). The different classes of
shares represent investments in the same portfolio of securities but are subject
to different expenses and will likely have different share prices. Investors
should read this section carefully to determine which class represents the best
investment option for their particular situation.
Class A Shares. If you buy Class A shares, you pay an initial sales charge on
investments of less than $1 million (or on investments for employer-sponsored
retirement plans under the Internal Revenue Code (hereinafter referred to as
"Retirement Plans") with less than 100 eligible employees or on investments that
do not qualify to be under a "special retirement wrap program" as a program
sponsored by an authorized institution showing one or more characteristics
distinguishing it, in the opinion of Lord Abbett Distributor from a mutual fund
wrap fee program). If you purchase Class A shares as part of an investment of at
least $1 million (or for Retirement Plans with at least 100 eligible employees
or under a special retirement wrap program) 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 Fund a contingent deferred sales charge ("CDSC") of 1%
except for redemptions under a special retirement wrap program. Class A shares
are subject to service and distribution fees that are currently estimated to
total annually approximately 0.23 of 1% of the annual net asset value of the
Class A shares. 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 C Shares. If you buy Class C shares, 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 Fund 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.
Which Class of Shares Should You Choose? Once you decide that the Fund 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 Fund's 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 in the Fund. We used the sales charge rates that apply
to Class A and Class C, and considered the effect of the higher distribution
fees on 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 Fund's actual investment returns, the operating expenses borne by
each class
16
<PAGE>
of shares, and the class of shares you purchase. The factors briefly discussed
below are not intended to be 0investment 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 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.
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. 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 or for Retirement Plans with at
least 100 eligible employees or for investments pursuant to a special retirement
wrap program, 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, it may not
be suitable for you to place a purchase order for Class C shares of $1,000,000
or more. In addition, it may not be suitable for you to place an order for C
shares for a Retirement Plan with at least 100 eligible employees or for a
special retirement wrap program. You should discuss this with your financial
advisor.
Investing for the Longer Term. If you are investing for the longer term (for
example, to provide for future college expenses for your child) and do not
expect to need access to your money for seven years or more and you plan to
invest more than $100,000, Class A shares will likely be more advantageous than
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 and Class C shareholders.
Other features (such as Systematic Withdrawal Plans) might not be advisable in
non-Retirement Plan accounts 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" in the Prospectus 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 example, the dividends payable to Class C shareholders
will be reduced by the expenses borne solely by this class, such as the higher
distribution fee to which 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 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 and the
distribution fee for 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, reduces the Class C distribution fee
expenses for the Fund and Class C shareholders.
17
<PAGE>
Class A and Class C Rule 12b-1 Plans. As described in the Prospectus, each Fund
has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 under the
Act for the Class A shares (all Fund) and the Class C shares (Florida Fund
only): the "A Plans" and the "C" Plan," respectively. The A Plans each become
effective when the required level of net assets for each Fund is reached. The
Florida Funds' A Plan became effective October 1, 1992. The Pennsylvania Fund A
Plan became effective on April 1, 1998. In adopting a Plan for each class of
each Fund and in approving its continuance, the trustees have concluded that,
based on information provided to Lord Abbett, there is a reasonable likelihood
that each Plan will benefit its respective class and each class' shareholders.
The expected benefits include greater sales, lower redemptions of Class shares,
which should allow each class to maintain a consistent cash flow and a higher
quality of service to shareholders by dealers than would otherwise would be the
case. During the last fiscal year, the Company paid $ and $ through Lord Abbett
to dealers pursuant to the Florida Funds' A Plan and C Plan, respectively. The A
Plans for the Georgia and Michigan Fund are not yet effective. Lord Abbett uses
amounts received under the Florida Funds' A and C Plans as described in the
Prospectus and for payments to dealers for (i) providing continuous services to
the Florida Fund' 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 shares of the Fund, respectively.
Each Plan requires the trustees 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 trustees
and of the trustees who are not interested persons of the Company and who have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan ("outside trustees"), cast in person at a meeting
called for the purpose of voting on the Plan. 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 relevant class of the Fund in
question and the approval of a majority of the trustees, including a majority of
the outside trustees. Each Plan may be terminated at any time by vote of a
majority of the outside trustees or by vote of a majority of the outstanding
voting securities of the relevant class of the Fund in question.
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 share 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 ClassA shares of another Lord Abbett-sponsored fund or
Fund acquired through exchange of such shares) on which a Fund has paid the
one-time 1% 12b-1 sales 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 C Shares. (Florida Fund only.) As stated in the Prospectus, if Class C
shares of the Florida Fund are redeemed for cash before the first anniversary of
their purchase, the redeeming shareholder will be required to pay to the Florida
Fund 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 Florida Fund' Class C shares.
General. With respect to Class A 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 both Class A
and Class C shares, the CDSC is received by the applicable Fund and is intended
to reimburse all or a portion of the amount paid by the Fund if the shares are
redeemed before the Fund has had an opportunity to realize the anticipated
benefits of having a long-term shareholder account in the Fund.
The other funds which participate in the Telephone Exchange Privilege (except
(a) Lord Abbett U.S. Government Securities Money Market Fund, Inc. ("GSMMF"),
(b) certain Fund of Lord Abbett Tax-Free Income Fund and the
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Company for which a Rule12b-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 to the fund in which the original purchase (subject to a CDSC) occurred.
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 on behalf of other
Lord Abbett funds. 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 CDSC 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 1% 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 Fund paid a 12b-1 fee (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) 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 of any class for those in 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 other 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 corresponding class of the Fund's shares.
Exchanges are based on relative net asset values on the day instructions are
received by the Company 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 in a Lord Abbett-sponsored
Company). 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
Companies" are AMMF and other Lord Abbett-sponsored funds which are eligible for
the exchange privilege, except Lord Abbett Fund Fund ("LASF") which offers its
shares only in connection with certain variable annuity contracts, Lord Abbett
Equity Fund ("LAEF") which is not issuing shares.
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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 a Lord Abbett-sponsored fund (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 sales charge 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 Company to sell, the full amount indicated.
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, GSMMF, and AMMF unless holdings in GSMMF or AMMF
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 trustees, 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 "trustees" and "employees" include a trustee's or
employee's spouse (including the surviving spouse of a deceased trustee or
employee). The terms "our trustees" and "employees of Lord Abbett" also include
other family members and retired trustees 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 of 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, ("mutual fund wrap fee program"), (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, and (f) through Retirement Plans with at least 100 eligible employees.
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 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 Company to 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.
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Our Board of Trustees 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 funds before investing.
Invest-A-Matic. The Invest-A-Matic method of investing in the Company 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
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 Roth and Simple IRAs and 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.
6.
Taxes
Each Fund will be treated as a separate entity for federal income tax purposes.
As a result, the status of each Fund 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 Company may not be deductible, in whole or in part, for federal, state or
local 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 Company 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 Company.
Certain financial institutions may be denied a federal income tax deduction for
the amount of interest expense allocable to an investment in the Company. 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 Company.
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The value of any shares redeemed by the Company or repurchased or otherwise sold
may be more or less than your tax basis at the time of disposition. Any gain
generally will be taxable for federal income tax purposes. Any loss realized on
the disposition of Company shares held for six months or less will be treated
for tax purposes as a long-term capital loss to the extent of any distribution
designated by the Company as a "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
Company 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 shares
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 shares
that are substantially identical.
Each Fund will be subject to a 4% nondeductible excise tax on certain amounts
not distributed or treated as having been distributed on a timely basis calendar
year. The Company intends to distribute to shareholders each year an amount
adequate to avoid the imposition of such excise tax.
Limitations imposed by the Internal Revenue Code on regulated investment
companies may restrict the Company's ability to engage in the writing of call
options, in financial futures transactions or in other investment techniques and
practices. In addition, in order to qualify for exemption from state and local
personal property taxes in Florida and Pennsylvania, each Fund may be required
to refrain from engaging in transactions, techniques or practices it is
otherwise permitted to engage in or to dispose of investments attributable to
such transactions each year before the relevant "statutory assessment dates."
The foregoing discussion relates solely to U. S. federal income tax law as
applicable to United States persons (United States citizens or residents and
United States domestic corporations, partnerships, trusts and estates). Each
shareholder who is not a United States person should consult his tax adviser
regarding the U. S. and foreign tax consequences of the ownership of shares of a
Fund, including a 30% (or lower treaty rate) United States withholding tax on
dividends representing ordinary income and net short-term capital gains, and the
applicability of United States gift and estate taxes.
Except as otherwise discussed in the Prospectus, the receipt of dividends and
distributions from the Company may be subject to state and local taxes. You
should consult your tax adviser on state and local tax matters.
7.
Risk Factors Regarding Investments
in Florida, Georgia, Michigan, Pennsylvania
and Puerto Rico Municipal Bonds
The following information is a summary of special risks affecting the states and
territory indicated, each of which could affect the bonds purchased by the
Company. 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 Company has not verified any of this data.
In addition to the state-specific risks listed below, there is the risk for each
state that it or other organizations with which it transacts business, including
state vendors and the federal government, will not have its computer systems
prepared for the Year 2000. Year 2000 failures may materially affect a state's
revenue and operations, and thereby reduce their ability to satisfy their
financial obligations. This, in turn, could cause the prices of the bonds held
by the Funds to decrease.
Florida Bonds
Florida's economy has performed well in recent years, largely due to rapid
population growth. The State's total personal income has grown at a strong case
and outperformed the U.S. and other southeastern states. The increase in
personal income directly reflects the population increase. Per capita income has
closely tracked the national average for many years. Florida's unemployment rate
has been below or about the same as the national average since 1995. The
increase in population has placed increased pressure on the State's
transportation infrastructure and other facilities.
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Florida's economy is gradually becoming less dependent on employment related to
construction, agriculture and manufacturing and more dependent on services and
trade-related employment. The decline in importance of construction and
construction-related industries expected to continue, as Florida's economy
diversifies.
Tourism continues to be one of Florida's most important industries. The State
has worked to diversify its tourist attractions, in this diversification has
helped to reduce, to a degree, the seasonal character of the industry and to
stabilize tourist-related employment.
Georgia Bonds
Georgia's unemployment rate has declined steadily since 1992, and remains below
the national average. The State's per capita income, while it has grown
strongly, is 94% of the national average. Personal income levels also have shown
steady increases, as have State revenues.
The State had an undesignated, unreserved General Fund balance of $776 million
in fiscal year 1996-97. In addition, Georgia's Revenue Shortfall Reserve Fund,
which was drawn down to zero in the early 1990s, had a balance of $334 million
at the end of the 1996-97 fiscal year.
The Georgia Constitution provides that the State may incur general obligation
debt and guaranteed revenue debt for public purposes.
Michigan Bonds
As a result of legislative action in 1993, and a statewide referendum in 1994,
the State has made major changes in the financing of local public schools. Most
local property taxes, which had been the primary source of school financing,
have been repealed. They have been replaced by other revenues, with the
principal replacement revenue being an increased sales tax. These additional
revenues will be included within the State's constitutional revenue limitations
and may have an impact on the State's ability to raise additional revenues in
the future.
The Constitution provides that the total amount of general ad valorem taxes
imposed on taxable property in any year cannot exceed certain millage
limitations set by the Constitution, statute or charter. The Constitution
prohibits local units of government from levying any tax not authorized by law
or charter, or from increasing the rate of an existing tax above the rate
authorized by law or charter, without the approval of the electors of the local
unit voting on the question. Local units of government and local authorities are
authorized to issue bonds and other evidences of indebtedness in a variety of
situations without the approval of electors, but the ability of the obligor to
levy taxes for the payment of such obligations is subject to the foregoing
limitations unless the obligations were authorized before December 23, 1978 or
approved by the electors. The Constitution also contains millage reduction
provisions. Under such provisions, should the value of taxable property
(exclusive of construction and improvements) increase at a percentage greater
than the percentage increase in the Consumer Price Index, the maximum authorized
tax rate would be reduced by a factor which would result in the same maximum
potential tax revenues to the local taxing unit as if the valuation of taxable
property (less new construction and improvements) had grown only at the Consumer
Price Index rate instead of at the higher actual growth rate. Thus, if taxable
property values rise faster than consumer prices, the maximum authorized tax
rate would be reduced accordingly.
During the fiscal year ended September 30, 1997, the state's level of general
obligation debt decreased to $655.2 million, and total special obligation debt
increased to $2,490.4 million. A state-related revenue debt increased to
$2,274.4 million during 1996-97 fiscal year.
In 1978, the Michigan Constitution was amended to limit the amount of total
state revenues raised from taxes and other sources. State revenues (excluding
federal aid and revenues for payment of principal and interest on general
obligation bonds) in any fiscal year are limited to a fixed percentage of State
personal income in the prior calendar-year or the average of the prior three
calendar years, whichever is greater. The percentage is fixed by the amendment
to equal the ratio of the 1978-79 fiscal year revenues to total 1977 State
personal income. The State may, however, raise taxes in excess of the limit for
emergencies, when deemed necessary by the Governor and two-
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thirds of the members of each house of the Legislature. The revenue limit does
not apply to taxes imposed for the payment of principal of and interest on bonds
of the State, if the bonds are approved by voters and authorized by a vote of
two-thirds of the members of each House of the Legislature. The Constitution
also provides that the proportion of State spending paid to all local units of
government to total State spending may not be reduced below the proportion in
effect in the 1978-79 fiscal year.
The State is a party to various legal proceedings seeking damages or injunctive
or other relief. In addition to routine litigation, certain of these proceedings
could, if unfavorably resolved from the point of view of the State,
substantially affect State programs or finances.
The State is currently on schedule for achieving its objectives for Year 2000
compliance, but it may not complete the objectives on time. There can also be no
assurance that any other organization or governmental agency with which the
State electronically interacts, including State vendors and the federal
government, will be Year 2000 compliant. The failure of the State or such other
parties to be Year 2000 compliant may materially harm the State's revenue
operations.
Pennsylvania Bonds
The Pennsylvania Constitution mandates that the total operating budget
appropriations made by Commonwealth's General Assembly may not exceed the sum of
(a) the actual and estimated revenues in any given year, and (b) the surplus of
the preceding year. The fiscal years 1993 through 1997 were characterized by
steady, modest economic growth and low inflation rates. These economic
conditions, combined with several years of tax reductions following the various
tax rate increases and tax base expansions enacted in fiscal 1991 for the
General Fund, produced tax revenues gains averaging 4.1% per year during the
period. Total revenues increased during this period at a 4.7% average rate.
Expenditures and other uses during the fiscal 1993 through fiscal 1997 period
rose at a 3.8% annual rate. The General Fund had a balance of $1,364.9 million
at June 30, 1997, a substantial increase from the previous fiscal year that
includes a return of an unreserved-undesignated balance of $187.3 million. The
last such balance was recorded at the end of fiscal 1994. At the close of fiscal
1997, the fund balance for the governmental fund types totaled $2,900.9 million,
any increase of $914.6 million.
For fiscal 1997, higher than expected tax revenues and the end of paragraph
expenditures that were slightly lower than budgeted helped strengthen the
Commonwealth's financial position. The Commonwealth had an operating surplus of
$433 million at the end of fiscal 1997.
Per capita income in Pennsylvania has continued to grow and remains above the
national average.
The Pennsylvania Constitution permits the issuance of the following types of
debt: (i) debt to suppress insurrection or rehabilitate areas affected by
disaster, (ii) electorate-approved debt, (iii) debt for capital projects,
subject to an aggregate debt limit of 1.75 times the annual average tax revenues
of the preceding five fiscal years and (iv) tax anticipation notes payable in
the fiscal year of issuance. All debt except tax anticipation notes must be
amortized in substantial and regular amounts.
Pennsylvania engages in short-term borrowing to fund expenses within a fiscal
year through the sale of tax anticipation notes, for the account of the General
Fund or the Motor License Fund or both such funds. Tax anticipation notes must
mature within the fiscal year of issuance. The principal amount issued, when
added to that outstanding, may not exceed, in the aggregate, 20% of the revenues
estimated to accrue to the appropriate fund or both funds in the fiscal-year.
The Commonwealth is not permitted to fund deficits between fiscal years with any
form of debt. All year-end deficit balances must be funded within the succeeding
fiscal year's budget.
Pending the issuance of bonds, Pennsylvania may issue bond anticipation notes,
subject to the applicable statutory and Constitutional limitations generally
imposed on bonds. The term of such borrowings may not exceed three years.
Certain Commonwealth-created agencies have statutory authorization to incur debt
for which Commonwealth appropriations to pay debt service thereon are not
required. The debt of these agencies is supported by assets of or
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revenues derived from the various projects financed; it is not a moral or
statutory obligation of the Commonwealth. Some of these agencies, however,
indirectly depend on Commonwealth appropriations. Obligations of
Commonwealth-created agencies in Pennsylvania which do bear a moral obligation
to the Commonwealth or those issued by the (i) Pennsylvania Housing Finance
Agency, a state-created agency, and (ii) the Hospitals and Higher Education
Facilities Authority of Philadelphia, a municipal authority organized by the
City of Philadelphia.
The Commonwealth, through several of its departments and agencies, has entered
into various agreements to lease as lessee certain real property and equipment,
and to make lease payments for the use of such property and equipment. Some of
those leases and their respective lease payments are pledged as security for
debt obligations issued by certain public authorities for other entities within
the State. All lease payments due from Commonwealth departments and agencies are
subject to and depend on an annual spending authorization approved through the
Commonwealth's annual budget process. The Commonwealth is not required by law to
appropriate or otherwise provide monies from which the lease payments are to be
paid. The obligations to be paid from such lease payments are not bonded debt of
the Commonwealth.
The Commonwealth established the Pennsylvania Intergovernmental Cooperation
Authority ("PICA") in 1991 to assist Philadelphia in remedying fiscal
emergencies. Philadelphia is currently operating under a five-year fiscal plan
approved by PICA on May 20, 1997. The audited General Fund balance of the city
as of June 30, 1997 showed a surplus of approximately $128.8 million.
Puerto Rico Bonds
Puerto Rico's manufacturing sector has become more diversified as industrial
development has become more capital intensive and more dependent on skilled
labor. 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
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. Growth in construction and tourism
also contributed to contributed increased economic activity in fiscal 1997.
Much of the development of the manufacturing sector in Puerto Rico to date can
be attributed to various federal and Commonwealth tax incentives, most notably
Section 936 of the Internal Revenue Code (the "Code"), 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 and the
Commonwealth's Industrial Incentives Program. However, in 1996 amendments were
passed that phase out Section 936 tax credits over ten years for existing
claimants and eliminate it for corporations without established operations after
October 1995. The long-term effects on the Puerto Rico economy of the repeal of
section 936 cannot yet be determined, although the repeal is not expected to
have material adverse effects on the Commonwealth's economy in the short- or
medium-term. The Commonwealth also needs to address its substantial unfunded
pension liabilities to its two main public pension systems, which together total
approximately $6 billion.
Puerto Rico's economy has continued to expand for over a decade, with almost
every sector participating and resulting in record levels of employment
(although Puerto Rico's unemployment rate has continued to exceed the average
for the United States). Factors behind this expansion included
Commonwealth-sponsored economic development programs, periodic declines in the
exchange value of the United States dollar, increases in the level of federal
transfers and the relatively low cost of borrowing. Personal income, both
aggregate and per capita, has increased consistently each year since 1985, but
per capita income remains lower than in the United States.
The Commonwealth's general fund has had a positive cash balance in recent years,
and was forecast to have a balance of $38 million at the end of fiscal 1998. The
balance at the end of fiscal 1997 was $127.5 million.
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.
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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.
The Commonwealth has historically maintained a fiscal policy providing for a
prudent relationship between the growth of public sector debt and the growth of
the economic base required to service that debt. However, in recent years there
have been higher levels of public sector debt compared to the growth in nominal
gross product. These higher levels are due to the increase during fiscal 1996
and 1997 in the amount of debt incurred to finance infrastructure projects. This
trend is expected to continue during the next few fiscal years as the level of
public sector capital investment remains high.
The failure of the Commonwealth or other organizations or governmental agencies
with which the Commonwealth electronically interacts, including Commonwealth
vendors and the federal government, to be Year 2000 compliant may materially
affect the Commonwealth's revenue and operations.
8.
Past Performance
Each Fund 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 its 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 (as described in the next paragraph) 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 C
shares, the 1.0% CDSC is applied to the Florida Fund' 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.
The total returns for the one-year ended October 31, 1998 for Class A shares of
the Florida, Georgia, Michigan and Pennsylvania Fund were: 7.30%, 9.00%, 7.59%
and 8.12%, respectively. The average annual compounded rates of total return for
the five year period ended October 31, 1998 for the Florida Fund and the life of
the Florida Fund (commencing on September 25, 1991 to October 31, 1998), the
life of the Georgia Fund (commencing on December 27, 1994 to October 31, 1998),
the life of the Pennsylvania Fund (commencing on February 3, 1992 to October 31,
1998) and the life of the Michigan Fund (commencing on December 1, 1992 to
October 31, 1998), were as follows: 6.05%, 8.51%, 6.51%, and 6.80% ,
respectively.
The total return for the Class C shares of the Florida Fund for the one year
ended October 31, 1998 and the life of the class (commencing July 15, 1996 to
October 31, 1998) was 15.39 % and (7.29) %, respectively.
Our yield quotation for each class is based on a 30-day period ended on a
specified date, computed by dividing the net investment income per share earned
during the period by the maximum offering price per share of such class on the
last day of the period. This is determined by finding the following quotient:
take the dividends and interest earned during the period for a class minus its
expenses accrued for the period and divide by the product of (i) the average
daily number
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of Class shares outstanding during the period that were entitled to receive
dividends and (ii) the maximum offering price per share of such class 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 Class A net asset value per share. Yield for C shares does
not reflect the deduction of the CDSC. For the 30-day period ended October 31,
1998 the yields for Class A shares of the Florida, Georgia, Pennsylvania and
Michigan Fund were 4.47%, 4.63%, 4.77% and 4.63%, respectively. The yield for
Class C shares of the Florida Fund for such 30 day period was 3.98%.
Each Funds' tax-equivalent yield for each Class is computed by dividing that
portion of the appropriate Class' yield (as determined above) which is tax
exempt by one minus a stated income tax rate (Florida - .3600%; Pennsylvania
- -.3779%, Michigan - .3882% and Georgia - .3984%) and adding the product to that
portion, if any, of the appropriate Class' yield that is not tax exempt. For the
30-day period ended on October 31, 1998, the tax-equivalent yields for Class A
shares of the Florida, Georgia, Pennsylvania and Michigan Fund were 6.98%, 7.70
%,7.80%, and 7.44%, respectively. The tax-equivalent yield for Class C shares
of the Florida Fund for such 30 day period was 6.22%.
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
Fund 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.
Information About the Company
The Company was established on September 11, 1991 as a Massachusetts business
trust by a Declaration of Trust. As a Trust, the Company does not hold regular
meetings of shareholders, although special meetings may be called for a specific
Fund or for the Company as a whole, for purposes such as electing or removing
trustees, changing fundamental policies or approving an advisory contract. The
Company will promptly call a meeting of shareholders to vote on whether to
remove a trustee(s) when requested to do so in writing by record holders of not
less than 10% of the Company's outstanding shares, and the trustees, within 5
business days of a written request by 10 or more shareholders who have been of
record for at least 6 months and who hold in the aggregate the lesser of either
shares having a net asset value of at least $25,000 or 1% of such outstanding
Company shares, shall give such shareholders access to a list of the names and
addresses of all other shareholders or inform them of the number of shareholders
and the cost of the Company's mailing their request.
Under the Declaration of Trust, the trustees may provide for additional funds
and classes from time to time. Any additional fund and class would have rights
separate from the other funds and classes. Within each fund and class, all
shares have equal voting rights and equal rights with respect to dividends,
assets and liquidation.
Under Massachusetts law, shareholders could, under certain circumstances, be
held liable for the obligations of the Company. However, the Declaration of
Trust disclaims shareholder liability for acts, obligations or affairs of the
Company and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Company or the
Trustees. The Declaration of Trust also provides for indemnification out of a
Funds' property for all losses and expenses of any shareholder of the Fund held
liable on account of being or having been a shareholder. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. The Company believes that, in view of the above, the risk of
personal shareholder liability is remote.
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 Company'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 before becoming a director of any
company; and it prohibits such persons from investing
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in a security 7 days before or after any Lord Abbett-sponsored fund trades in
such security, profiting from trades of the same security within 60 days and
trading on material non-public information. The Code imposes certain similar
requirements and restrictions on the independent directors and trustees of each
of the 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 year ended October 31, 1998 and the
report of Deloitte & Touche LLP, independent auditors, on such financial
statements in the 1998 Annual Report to Shareholders of Lord Abbett Tax-Free
Income Trust, are incorporated herein by reference to such financial statements
and report in reliance upon the authority of Deloitte & Touche LLP as experts in
auditing and accounting.
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