SEC Info - Lord Abbett Series Fund Inc - ‘DEFS14A’ for 6/6/01

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Lord Abbett Series Fund Inc – ‘DEFS14A’ for 6/6/01

On: Wednesday, 5/9/01, at 1:05pm ET · For: 6/6/01 · Accession #: 855396-1-500003 · File #: 811-05876

  As Of                Filer                Filing    For·On·As Docs:Size

 5/09/01  Lord Abbett Series Fund Inc       DEFS14A     6/06/01    1:30K

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Proxy Statement                                       11     49K 

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LORD ABBETT SERIES FUND, INC. 
--------------------------------------------------
A Lord Abbett Managed Investment Company
90 Hudson Street
Jersey City, New Jersey 07302-3973
(201) 395-2000
May 4, 2001                                                                     

Dear Fellow Shareholder:                                                        

Here's news you'll be interested in as a shareholder of the International       
Portfolio, Mid-Cap Value Portfolio, or Growth and Income Portfolio of Lord      
Abbett Series Fund, Inc. (the "Fund").                                          

You are cordially invited to attend a Special Meeting of Shareholders that will 
take place:                                                                     

                                                                [Download Table]
                                                               
-    Date and Time:          June 6, 2001, at 10:00 a.m.       
-    Location:               90 Hudson Street                  
                             Jersey City, New Jersey 07302-3973

The Meeting's agenda includes a shareholder vote to:                            

-  Elect the members of the Fund's Board of Directors.                      

-  Transact such other business as may properly come before the Meeting and 
any adjournments thereof.                                             

The proposal that Fund shareholders will put to a vote on June 6, 2001 is       
described in the enclosed Proxy Statement. I encourage you to review this       
document to help ensure that your votes really count, no matter how many Fund   
shares you own. At your earliest convenience, please sign, date, and mail the   
enclosed proxy card in the postage-paid return envelope. We must receive your   
proxy card on or before 10:00 a.m. on June 6, 2001 in order to count your vote. 
Or, if you prefer, you may vote in person at the Meeting.                       

TO ENSURE THAT YOUR VOTE IS COUNTED, IT IS IMPORTANT THAT YOU:                  

1.  REVIEW THE ENCLOSED PROXY STATEMENT; AND                                

2.  COMPLETE AND SIGN THE ENCLOSED PROXY CARD, AND RETURN THE PROXY CARD IN 
THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.                          

Your prompt response will help save your Fund the expense of additional         
solicitations.                                                                  

We encourage you to review the enclosed materials and vote in favor of this     
proposal.                                                                       

If you have any questions regarding the meeting or need assistance in voting,   
please contact us at 888-L-ABBETT (888-522-2388).                               

Sincerely,                                                                      

/s/ Robert S. Dow                                                               

Robert S. Dow                                                                   
Chairman of the Board                                                           

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LORD ABBETT SERIES FUND, INC. 
90 Hudson Street
Jersey City, New Jersey 07302-3973
May 4, 2001                                                                     

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 6, 2001               

Notice is hereby given of a Special Meeting of the shareholders of the Lord     
Abbett Series Fund, Inc. (the "Fund"). The Meeting will be held at 90 Hudson    
Street, Jersey City, New Jersey, 07302-3973, on June 6, 2001, at 10:00 a.m., for
the following purposes:                                                         

-  To elect the members of Fund's Board of Directors.                       

  -  To transact such other business as may properly come before the Meeting and
any adjournments thereof.                                             

By order of the Board of Directors                                              

Paul A. Hilstad                                                                 
Vice President and Secretary                                                    

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LORD ABBETT SERIES FUND, INC. 
90 Hudson Street
Jersey City, New Jersey 07302-3973

May 4, 2001 

PROXY STATEMENT 

This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Directors of Lord Abbett Series Fund, Inc. (the
"Fund"), a diversified, open-end management investment company organized as a   
Maryland corporation, for use at a Special Meeting of shareholders of the Fund, 
to be held on June 6, 2001, at 10:00 a.m., at 90 Hudson Street, Jersey City, New
Jersey, 07302-3973, and at any adjournments thereof. This Proxy Statement and   
the enclosed proxy card are first being mailed to shareholders on or about May  
4, 2001.                                                                        

The Board of Directors has fixed the close of business on April 23, 2001 (the   
"Record Date") as the record date for determination of shareholders of the Fund 
entitled to notice of, and to vote at the Special Meeting or any adjournment    
thereof. One-third of the outstanding shares of the Fund will constitute a      
quorum for the transaction of business at the Special Meeting. As of April 23,  
2001, there were issued and outstanding 4,646,807.84 shares of the Fund,        
comprised of 103,165.36 shares of International Portfolio, 361,654.51 shares of 
Mid-Cap Value Portfolio, and 4,181,987.97 shares of Growth and Income Portfolio 
(each, a "Portfolio"). The Board has authorized the issuance of shares of       
another Portfolio of the Fund, the Bond-Debenture Portfolio; however, no shares 
have yet been issued. A list of the shareholders of record will be available for
inspection at the offices of Lord, Abbett & Co., 90 Hudson Street, Jersey City, 
New Jersey, 07302-3973, until the date of the Special Meeting. Proxies will be  
solicited by mail. Additional solicitations may be made by telephone, facsimile 
or personal contact by officers or employees of the Fund and its affiliates. The
Fund also may request brokerage houses, custodians, nominees, and fiduciaries   
who are shareholders of record to forward proxy materials to beneficial owners. 
The Fund will reimburse these persons for their reasonable expenses in          
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The cost of the solicitation will be borne by the Fund.               

Shareholders are entitled to one vote for each full share, and a proportionate  
vote for each fractional share, of the Fund held as of the Record Date. Under   
Maryland law, shares owned by two or more persons (whether as joint tenants,    
co-fiduciaries or otherwise) will be voted as follows, unless a written         
instrument or court order providing to the contrary has been filed with the     
Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more  
than one votes, the vote of the majority binds all; and (3) if more than one    
votes and the vote is evenly divided, the vote will be cast proportionately. If 
the enclosed form of proxy is properly executed and returned in time to be voted
at the Meeting, the proxies named therein will vote the shares represented by   
the proxy in accordance with the instructions marked thereon. Unmarked proxies  
will be voted FOR the items described in this Proxy Statement and any other     
matters as deemed appropriate. A proxy may be revoked by the signer at any time 
at or before the Special Meeting by written notice to the Fund, by execution of 
a later-dated proxy, or by voting in person at the Meeting.                     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The Fund was organized         
primarily for the purpose of providing a vehicle for the investment of assets   
received by separate investment accounts registered under the Investment Company
Act of 1940 (the "1940 Act") ("Separate Accounts") established by participating 
life insurance companies. Currently, the only such participating life insurance 
companies are: Sun Life of Canada (U.S.), Conseco, Midland National Life        
Insurance Company and First Variable Life Insurance Company.                    

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As of April 23, 2001, 47% and 85.6% of the issued and outstanding shares of     
International Portfolio and Mid-Cap Value Portfolio, respectively, were owned by
Midland National Life Insurance Company, the remainder being owned by Lord,     
Abbett & Co. As of the same date, approximately 65%, 23%, 5% and 6% of the      
issued and outstanding shares of Growth and Income Portfolio were owned by Sun  
Life of Canada (U.S.), Conseco, Midland National Life Insurance Company and     
First Variable Life Insurance Company, respectively. All such shares, except    
those held by Lord, Abbett & Co., are held in Separate Accounts pursuant to     
Variable Annuity Contracts.                                                     

Except to the extent indicated above, to the knowledge of the Fund, no          
shareholder owned beneficially more than 5% of the outstanding shares of any of 
the Portfolios on the Record Date.                                              

On April 23, 2001, the Directors and executive officers of the Fund as a group  
owned beneficially less than 1% of the issued and outstanding shares of each    
Portfolio of the Fund.                                                          

Each insurance company will vote the shares of the Fund held by a Separate      
Account in accordance with the instructions received from the owners whose      
contracts are funded through such account. In addition, any shares corresponding
to such contracts for which no instructions have been given and any other shares
owned by the insurance company will be voted in the same proportion as shares of
the Fund for which the insurance company received instructions from contract    
owners.                                                                         

1. PROPOSAL TO ELECT THE MEMBERS OF THE FUND'S BOARD OF DIRECTORS               

The Fund's Board of Directors has proposed a slate of eight persons shown in    
Table 1 for election as Directors, each to hold office until their successors   
are elected and qualified or until their earlier resignation or removal. It is  
intended that all properly executed proxies will be voted (unless such authority
has been withheld in the proxy or revoked as described herein) "FOR" the Board  
Member nominees listed in Table 1. Certain biographical and other information   
relating to the Board Member nominees is set forth below.                       

TABLE 1    NOMINEES TO THE FUND'S BOARD OF DIRECTORS                            
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                                                        [Enlarge/Download Table]

NAME (AGE)                                                PRINCIPAL OCCUPATION DURING PAST FIVE       
POSITION                                                      YEARS AND PUBLIC DIRECTORSHIPS          
                                                                                                      
------------------------------------------------------------------------------------------------------

Robert S. Dow (age 56)                              Managing Partner, Lord, Abbett & Co. (since 1996) 
  Chairman and President since 1996(1)                                                                
  Director since 1995                                                                                 

E. Thayer Bigelow (age 59)(2,3)                     Managing General Partner, Bigelow Media, LLC      
  Director since 1994                               (since 2000); Senior Adviser, Time Warner Inc.    
                                                    (1998 - 2000); Acting Chief Executive Officer of  
                                                    Courtroom Television Network (1997 - 1998).       
                                                    President and Chief Executive Officer of Time     
                                                    Warner Cable Programming, Inc. (1991 - 1997).     
                                                    Currently serves as director of Crane Co. and     
                                                    Huttig Building Products Inc.                     

William H.T. Bush (age 62)(4,5)                     Co-founder and Chairman of the Board of the       
                                                    financial advisory firm of Bush-O'Donnell &       
                                                    Company (since 1986). Currently serves as director
                                                    of Rightchoice Managed Care, Inc., Mississippi    
                                                    Valley Bancorp, DT Industries Inc., and Engineered
                                                    Support Systems, Inc.                             

Robert B. Calhoun, Jr. (age 58)(4,5)                Managing Director of Monitor Clipper Partners     
                                                    (since 1997) and President of The Clipper Group   
                                                    L.P., both private equity investment funds (since 
                                                    1990). Currently serves as director of Avondale,  
                                                    Inc., Interstate Bakeries Corp., and Travel Center
                                                    of America, Inc.                                  

Stewart S. Dixon (age 70)(3)                        Partner in the law firm of Wildman, Harrold,      
  Director since 1989                               Allen & Dixon (since 1990).                       

2                                                                               
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                                                        [Enlarge/Download Table]

NAME (AGE)                                                PRINCIPAL OCCUPATION DURING PAST FIVE       
POSITION                                                      YEARS AND PUBLIC DIRECTORSHIPS          
                                                                                                      
------------------------------------------------------------------------------------------------------
C. Alan MacDonald (Age 67)(2,3)                     President of Club Management Co., LLC, consultants
  Director since 1989                               on golf development management (since 1999);      
                                                    Managing Director of The Directorship Group Inc., 
                                                    a consultancy in board management and corporate   
                                                    governance (1997-1999); General Partner of The    
                                                    Marketing Partnership, Inc., a full service       
                                                    marketing consulting firm (1995-1997). Currently  
                                                    serves as director of Fountainhead Water Company, 
                                                    Careside, Inc., Lincoln Snacks, J.B. Williams Co.,
                                                    Inc., and SAMCO Fund, Inc. SAMCO Fund, Inc. is a  
                                                    registered investment company that is advised by  
                                                    Seix Investment Advisors Inc. Seix Investment     
                                                    Advisors Inc.'s Chairman, CEO, and Chief          
                                                    Investment Officer is married to Robert Dow, the  
                                                    Fund's Chairman and President, and the managing   
                                                    partner of Lord Abbett.                           

Thomas J. Neff (Age 63)(3)                          Chairman of Spencer Stuart U.S., an executive     
  Director since 1989                               search consulting firm (since 1976). Currently    
                                                    serves as director of Ace, Ltd. and Exult, Inc.   

Franklin W. Hobbs (Age 53)(4)                       Chairman of Warburg Dillon Read (1999-2000);      
                                                    Global Head of Corporate Finance of SBC Warburg   
                                                    Dillon Read (1997-1999); Chief Executive Officer  
                                                    of Dillon, Read & Co. (1994 - 1997).              

(1)  An "interested person" as defined in the Investment Company Act of 1940    
(the "Act") due to positions held with Lord, Abbett & Co. and its     
affiliates.                                                           
(2)  A member of the Audit Committee of the Fund, and will be a member of the   
Audit Committee of the Fund if elected as a Board Member.             
(3)  A member of the Nominating and Governance Committee of the Fund, and will  
be a member of the Nominating and Governance Committee of the Fund if 
elected as a Board Member.                                            
(4)  Will be a member of the Nominating and Governance Committee of the Fund if 
elected as a Board Member.                                            
(5)  Will be a member of the Audit Committee of the Fund if elected as a Board  
Member.                                                               

The Fund's Board of Directors knows of no reason why any of these nominees will 
be unable to serve, but in the event of any such unavailability, the proxies    
received will be voted for such substitute nominee or nominees as may be        
appointed. Each of the nominees is a director or trustee of the following       
investment companies for which Lord, Abbett & Co. acts as investment adviser:   
Lord Abbett Developing Growth Fund, Inc., Lord Abbett Mid-Cap Value Fund, Inc., 
Lord Abbett Affiliated Fund, Inc., Lord Abbett Global Fund, Inc., Lord Abbett   
Investment Trust, Lord Abbett Large-Cap Growth Fund, Lord Abbett Research Fund, 
Inc., Lord Abbett Bond-Debenture Fund, Inc., Lord Abbett Tax-Free Income Fund,  
Inc., Lord Abbett Tax-Free Income Trust, and Lord Abbett U.S. Government        
Securities Money Market Fund, Inc. Each of the nominees, except for Franklin W. 
Hobbs, currently serves as a director of Lord Abbett Securities Trust.          

During the fiscal year ended October 31, 2000, the Board of Directors held 10   
regularly scheduled and special meetings. Each of the Directors then in office  
attended at least 75 percent of the aggregate of the total number of meetings of
the Board of Directors and, if a member, of the total number of meetings of     
Board committees held during the period for which he served.                    

AUDIT COMMITTEE. The Board of Directors has a standing Audit Committee whose    
members are not "interested persons" of the Fund within the meaning of the Act. 
The functions performed by the Audit Committee include recommending the         
selection of independent auditors for the Fund to the Board for approval,       
reviewing the scope and results of audit and non-audit services, reviewing the  
adequacy of internal controls, material changes in accounting principles and    
practices, and other matters when requested from time to time by the independent
Directors.                                                                      

NOMINATING AND GOVERNANCE COMMITTEE. The Board of Directors has a standing      
Nominating and Governance Committee whose members are not "interested persons"  
of the Fund within the meaning of the Act. The functions performed by the       
Nominating and Governance Committee include evaluating candidates for Board     
membership, reviewing Board governance procedures, evaluating Director          

                                                               Series Fund Proxy
                                                                             - 3

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compensation, nominating committee members, reviewing committee                 
responsibilities, monitoring the performance of independent legal counsel, and  
other matters when requested from time to time by the independent Directors. The
Nominating and Governance Committee does not have any procedures to consider    
nominations by shareholders.                                                    

COMPENSATION OF DIRECTORS. The following table summarizes the compensation for  
each of the directors/trustees for the Fund and for all Lord Abbett-sponsored   
funds. The second column of the following table sets forth the compensation for 
outside directors/trustees. The third column sets forth information with respect
to the benefits accrued by all Lord Abbett-sponsored funds for outside          
directors/trustees under the funds' equity-based retirement plans, which were   
terminated effective October 31, 2000. The fourth column sets forth the total   
compensation paid by all Lord Abbett-sponsored funds to the outside             
directors/trustees, and amounts payable but deferred at the option of the       
director/trustee, but does not include amounts accrued under the third column.  
No director/ trustee of the funds associated with Lord Abbett and no officer of 
the funds received any compensation from the funds for acting as a              
director/trustee or officer.                                                    

TABLE 2  COMPENSATION OF DIRECTORS                                              
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                                                        [Enlarge/Download Table]

                                                     (3)                                     
                                                 EQUITY-BASED                                
                                             RETIREMENT BENEFITS               (4)           
                                (2)             ACCRUED BY THE          TOTAL COMPENSATION   
                             AGGREGATE             FUND AND            PAID BY THE FUND AND  
                           COMPENSATION       TWELVE OTHER LORD         TWELVE OTHER LORD    
(1)                         ACCRUED BY         ABBETT-SPONSORED          ABBETT-SPONSORED    
NAME OF DIRECTOR            THE FUND(1)            FUNDS(2)                  FUNDS(3)        
                                                                                             
---------------------------------------------------------------------------------------------
E. Thayer Bigelow         $168             $19,491                   $60,000                 
Stewart S. Dixon          $176             $35,872                   $62,900                 
C. Alan MacDonald         $167             $29,308                   $59,500                 
Thomas J. Neff            $171             $21,765                   $61,200                 

(1)  Outside directors'/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
   Fund to its outside directors/trustees may be deferred at the option of a
     director/trustee under an equity-based (the "equity-based plan") that deems
the deferred amounts to be invested in shares of the Fund for later   
  distribution to the directors/trustees. Effective November 1, 2000, each
  director/trustee will receive an additional annual $25,000 retainer, the
full amount of which must be deferred under that plan. The amounts    
ultimately received by the directors/trustees under the plan will be  
    directly linked to the investment performance of the funds. The amounts of
   the aggregate compensation payable by each of the funds as of October 31,
  2000, deemed invested in fund shares, including dividends reinvested and
changes in net asset value applicable to such deemed investments were:
Mr. Bigelow, $9,670; Mr. Dixon, $8,491; Mr. MacDonald, $7,984; and    
Mr. Neff, $13,931.                                                    
(2)  The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds for
the 12 months ended December 31, 2000.                                
(3)  The fourth column shows aggregate compensation, including                  
directors'/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, 2000, including
    fees directors/trustees have chosen to defer, but does not include amounts
accrued under the equity-based plans and shown in Column 3.           

4                                                                               
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OFFICERS OF THE FUND. Except where indicated, the following executive officers  
of the Fund have been associated with Lord, Abbett & Co. ("Lord Abbett") for    
over five years. Of the following, Messrs. Brown, Carper, Hilstad, Hudson,      
Morris, Salzmann, Towle, and Ms. Binstock are partners of Lord Abbett; the      
others are employees:                                                           

EXECUTIVE VICE PRESIDENTS:                                                      

W. Thomas Hudson, Jr., age 59;                                                  

Robert G. Morris, age 56;                                                       

Eli M. Salzmann, age 37 (with Lord Abbett since 1997, formerly a Portfolio      
Manager, Analyst at Mutual of America from 1996 to 1997, prior thereto Vice     
President at Mitchell Hutchins Asset Management);                               

Christopher J. Towle, age 43;                                                   

Edward K. von der Linde, age 40;                                                

VICE PRESIDENTS:                                                                

Thomas J. Baade, age 36 (with Lord Abbett since 1998, formerly Vice             
President/Bond Analyst at Smith Barney Inc.);                                   

Eileen K. Banko, age 33;                                                        

Joan A. Binstock, age 47 (with Lord Abbett since 1999, formerly Chief Operating 
Officer of Morgan Grenfell from 1996 to 1999, prior thereto Principal of Ernst &
Young LLP);                                                                     

Zane E. Brown, age 49;                                                          

David G. Builder, age 47 (with Lord Abbett since 1998, formerly Associate       
Director at Bear, Stearns from 1996 to 1998; prior thereto Equity Analyst at    
Weiss, Peck & Greer from 1994 to 1995);                                         

Daniel E. Carper, age 49;                                                       

Michael S. Goldstein, age 32;                                                   

Howard Hansen, age 39;                                                          

Paul A. Hilstad, age 58;                                                        

Ellen G. Itskovitz, age 43 (with Lord Abbett since 1998, formerly Vice President
of Credit Research/ Corporate Finance at ING Baring Securities, Inc.);          

Lawrence H. Kaplan, age 44 (with Lord Abbett since 1997, formerly Vice President
and Chief Counsel of Salomon Brothers Asset Management Inc.);                   

Maren Lindstrom, age 38 (with Lord Abbett since 2000, formerly Vice President of
Credit Research/ Corporate Finance at ING Baring Securities.                    

A. Edward Oberhaus, age 41;                                                     

Tracie E. Richter, age 33 (with Lord Abbett since 1999, formerly Vice President 
-Head of Fund Administration of Morgan Grenfell from 1998 to 1999, Vice         
President of Bankers Trust from 1996 to 1998, prior thereto Tax Associate of    
Goldman Sachs);                                                                 

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Christina T. Simmons, age 43 (with Lord Abbett since 1999, formerly Assistant   
General Counsel of Prudential Investments from 1998 to 1999, prior thereto      
Counsel of Drinker, Biddle & Reath LLP, a law firm);                            

Richard S. Szaro, age 48;                                                       

TREASURER                                                                       

Francie W. Tai, age 35 (with Lord Abbett since 2000, formerly Manager of Goldman
Sachs from 1997 to 2000, prior thereto Assistant Vice President of Bankers      
Trust).                                                                         

INDEPENDENT AUDITORS. The Board of Directors of the Fund, including a majority  
of the Directors who are not interested persons of the Fund, has selected the   
firm of Deloitte & Touche LLP ("D&T") to examine the financial statements of the
Fund for the current fiscal year. The Fund knows of no direct or indirect       
financial interest of D&T in the Fund. Representatives of D&T will be present at
the Special Meeting, will have an opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.            

Audit Fees

D&T billed the Fund a total of $62,000 in fees for professional services        
rendered by D&T for the audit of the Fund's annual financial statements for the 
fiscal year ended October 31, 2000.                                             

Financial Information Systems Design and Implementation Fees

D&T did not bill the Fund, the Fund's investment adviser or any entity          
controlling, controlled by, or under common control with the Fund's investment  
adviser that provides services to the Fund, for any professional services       
rendered for financial information systems design and implementation.           

All Other Fees

D&T billed Lord, Abbett & Co. $184,845 for other professional services rendered 
by D&T during the Fund's fiscal year ended October 31, 2000.                    

The Audit Committee of the Board of Directors has considered whether the        
provision of the services corresponding to the fees described above is          
compatible with maintaining D&T's independence.                                 

2. OTHER INFORMATION                                                            

Management is not aware of any matters to come before the Special Meeting other 
than those set forth in the notice. If any such other matters do come before the
Meeting, the individuals named as proxies will vote, act, and consent with      
respect thereto in accordance with their best judgment.                         

a. Timeliness of Shareholder Proposals                                  

Any shareholder proposals to be presented for action at the Fund's next         
shareholder meeting pursuant to the provisions of Rule 14a-8 under the          
Securities Exchange Act of 1934, as amended, must be received at the Fund's     
principal executive offices within a reasonable time in advance of the date     
solicitation is made for such meeting. The Fund does not intend to hold another 
annual or special meeting of shareholders unless required to do so by the Act or
Maryland law.                                                                   

b. Investment Adviser and Underwriter                                   

Lord, Abbett & Co., 90 Hudson Street, Jersey City, New Jersey, 07302-3973, acts 
as investment adviser to the Fund and Lord Abbett Distributor LLC, a subsidiary 
of Lord, Abbett & Co. located at the same address, acts as principal underwriter
to the Fund.                                                                    

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c. Report Available Upon Request                                        

The Fund will furnish, without charge, a copy of the Fund's most recent annual  
report and the most recent semi-annual report succeeding the annual report, if  
any, to a shareholder upon request. A shareholder may obtain such report(s) by  
writing to the Fund or by calling 800-874-3733.                                 

d. Voting Procedures                                                    

With respect to the proposal "To elect the members of the Fund's Board of       
Directors," election of each nominee will require a vote of a plurality of the  
votes validly cast by the Fund's shareholders. Shares for which there is an     
abstention or broker non-vote shall be counted for quorum purposes and shall not
be treated as voted for purposes of determining whether the proposal has passed.

e. Adjournment for Insufficient Votes                                   

If sufficient votes to approve the proposal "To elect the members of the Fund's 
Board of Directors," are not received by the Special Meeting date, the persons  
named as proxies may propose one or more adjournments of the meeting to allow   
further solicitation of proxies. In determining whether to adjourn the Meeting, 
the following factors may be considered: the percentage of votes actually cast, 
the percentage of negative votes actually cast and the nature of any further    
solicitation and any information to be provided to shareholders with respect to 
such solicitation. Any such adjournment will require an affirmative vote of a   
majority of the shares present in person or by proxy and entitled to vote at the
Meeting. The persons named as proxies will vote on an adjournment after         
considering the best interests of all shareholders.                             

f. Questions                                                            

If you have any questions regarding the meeting or need assistance in voting,   
please contact us at 888-L-ABBETT (888-522-2388).                               

LORD ABBETT SERIES FUND, INC.                                                   

Paul A. Hilstad                                                                 
Vice President and Secretary                                                    

                                                               Series Fund Proxy
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                                                                   Exhibit
LORD ABBETT SERIES FUND, INC. 

This proxy is solicited by the Board of Directors of the Lord Abbett Series     
Fund, Inc. The undersigned hereby appoints ROBERT S. DOW and PAUL A. HILSTAD and
each of them proxies, with full power of substitution, to vote (according to the
number of votes which the undersigned would be entitled to cast if then         
personally present) at a special meeting of the shareholders of LORD ABBETT     
SERIES FUND, INC. on June 6, 2001, including all adjournments, as specified     
below, and in their discretion upon such other business as may properly be      
brought before the meeting.                                                     

Please be sure to sign and date this Proxy.                                     
Date: __________________________                                                

--------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse 
side of this card.  / /                                                         

Shareholder (Co-Owner) sign here                                                

----------------------------------------                                        

For information as to the voting of shares registered in more than one name, see
page 1 of the Proxy Statement. When signing the proxy as attorney, executor,    
administrator, trustee, or guardian, please indicate the capacity in which you  
are acting. Only authorized officers should sign for corporations.              

--------------------------------------------------------------------------------

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE   
VOTED IN ACCORDANCE WITH ANY SPECIFICATION ABOVE MADE; IF NO SPECIFICATION IS   
MADE, SUCH SHARES SHALL BE VOTED FOR ALL NOMINEES LISTED BELOW AND ANY OTHER    
MATTERS AS DEEMED APPROPRIATE.                                                  

You may vote: (1) by mail, using the enclosed ballot; or (2) in person at the   
meeting. Regardless of the method you choose, however, please take the time to  
read the full text of the Proxy Statement before voting.                        

Please Fill in box(es) as shown using black or blue ink or a number 2 pencil.   
PLEASE DO NOT USE FINE POINT PENS.                                           /X/

1.  ELECTION OF DIRECTORS                                                       
 The nominees are (01) Robert S. Dow, (02) E. Thayer Bigelow, (03) William
   H.T. Bush, (04) Robert B. Calhoun, Jr., (05) Stewart S. Dixon, (06) C. Alan
MacDonald, (07) Thomas J. Neff, and (08) Franklin W. Hobbs.             

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)                             

For all nominees listed (except as marked to the contrary at left)           / /

ABSTAIN                                                                      / /

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May 2001                                                                        

Dear Contract Owner:                                                            

All or part of the  variable  portion of your  Futurity  Contract is invested in
shares of the Growth and Income  Portfolio of Lord Abbett Series Fund, Inc. (the
"Fund").  The Board of Directors of the Fund is soliciting ballots in connection
with a specific proposal.                                                       

Although  you are not a  shareholder  of the  Fund,  you do have  the  right  to
instruct Sun Life Assurance Company of Canada (U.S.) (the "Insurance  Company"),
issuer of the  Contract,  as to the  manner in which the number of shares of the
Fund  attributable to your Contract should be voted. The Insurance  Company will
follow voting  instructions  received up to the date and time of the Shareholder
Meeting.  Shares for which no timely  voting  instructions  are received will be
voted by the  Insurance  Company in the same  proportion as the shares for which
instructions  are received from persons having such rights.  You may also attend
the Special  Shareholder Meeting on June 6, 2001 at 10:00 a.m. This Meeting will
be held at the Lord Abbett  offices,  located at 90 Hudson Street,  Jersey City,
New Jersey.                                                                     

We have enclosed a copy of the Proxy  Statement with some  additional  materials
from Lord Abbett and voting instruction information.  You may vote by completing
and  returning the proxy ballot or by attending the meeting to cast your vote in
person.  If you have any  questions  about the voting  procedures,  please  call
800.752.7215, extension 9791.                                                   

Your vote on this matter is  important.  Please vote promptly in order to ensure
that the Insurance Company votes all shares attributable to your Contract.      

Sincerely,                                                                      

De Bellofatto, ACS, AIRC                                                        
Senior Underwriter, Product Actuarial                                           
Retirement Products and Services

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

For Period End:	6/6/01	1	11
Filed on:	5/9/01
	5/4/01	1	3	497J
	4/23/01	3	4
	12/31/00	6		24F-2NT, N-30D, NSAR-B
	11/1/00	6
	10/31/00	5	8
				List all Filings

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Filing Submission 0000855396-01-500003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lord Abbett Series Fund Inc – ‘DEFS14A’ for 6/6/01

On: Wednesday, 5/9/01, at 1:05pm ET · For: 6/6/01 · Accession #: 855396-1-500003 · File #: 811-05876

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents