Lord Abbett Credit Opportunities Fund

DEF 14A 1 c109054_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the registrant [ X ]

Filed by a Party other than the registrant [ ]

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[ ] Preliminary proxy statement

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material under Rule 14a-12

[ ] Confidential, for use of the Commission only (as permitted by Rule 14a 6(e)(2))

(Name of Registrants as Specified in Its Charter)

Lord Abbett Credit Opportunities Fund

Lord Abbett Special Situations Income Fund

Lord Abbett Floating Rate High Income Fund

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ X ] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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4. Proposed maximum aggregate value of transaction:

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing

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Dear Fellow Shareholder,

You are cordially invited to participate in a joint special meeting of shareholders of Lord Abbett Credit Opportunities Fund, Lord Abbett Special Situations Income Fund, and Lord Abbett Floating Rate High Income Fund (each, a “Fund” and collectively, the “Funds”). The meeting will take place virtually on June 28, 2024 at 9:00 am (Eastern Time). The purpose of the meeting is to vote on a proposal to elect four new nominees named in the attached joint proxy statement to the Funds’ Boards of Trustees (each, a “Board”), effective as of the later of (i) July 5, 2024 and (ii) the date the nominees of the relevant Fund are elected (the “Transition Date”). If all the nominees of the relevant Fund are elected, all current trustees (each, a “Trustee” and collectively, the “Trustees”) will resign with respect to that Fund, effective on the Transition Date.

The attached materials provide more information about the proposal, including each nominee’s background and qualifications. Each Board recommends that you vote “FOR” each of the nominees. We urge you to read the full text of the attached joint proxy statement before voting.

The proxy materials are being provided beginning on or about June 5, 2024 to shareholders who owned shares of the of Funds as of May 10, 2024.

Your vote is important. Whether or not you plan to attend the virtual meeting, we ask that you please vote promptly via the Internet, by telephone, or by mail by completing and signing the enclosed proxy card and returning it in the enclosed envelope. Your prompt vote will help save the costs of further proxy solicitation, which are being borne by Lord, Abbett & Co. LLC. If you have any questions or need assistance voting, please contact your financial intermediary or call the Funds at 888-522-2388.

Thank you for investing in the Lord Abbett Family of Funds. It is a privilege to manage your investment.

Sincerely,

Douglas B. SiegPresident, Chief Executive Officer,and Trustee

QUESTIONS AND ANSWERS

Your vote is important.

Although we urge you to read the full text of the attached joint proxy statement, for your convenience we have provided a brief overview of the proposal on which you are being asked to vote.

Why am I receiving the joint proxy statement?

The Funds are holding a joint special meeting of shareholders on June 28, 2024 to elect members of the Funds’ Boards of Trustees, effective on the Transition Date. This joint proxy statement describes a proposal to elect four new trustees: Lorraine Hendrickson, John Shaffer, Lisa Shalett, and Steven Rocco (each a “Board nominee” and, collectively, the “Board nominees”). If all the nominees of the relevant Fund are elected, all current Trustees will resign with respect to that Fund, effective on the Transition Date. You are eligible to vote on the proposal (or to provide voting instructions to a financial intermediary holding Fund shares in its name for your benefit) if you own shares of one or more Funds as of May 10, 2024. Your proxy card indicates the Fund(s) in which you own shares.

How do the Boards of the Funds recommend that I vote?

The Boards believe the election of each Board nominee is in your best interest and unanimously recommend that you vote “FOR” each Board nominee.

How can I vote?

You can vote in any of four ways:

Whichever method you choose, we urge you to read the full text of the attached joint proxy statement before voting.

Will my vote make a difference?

Yes! Your vote is important no matter how many shares you own. You are entitled to one vote for each full share and a proportionate fractional vote for each fractional share you own of a Fund on the record date May 10, 2024. Voting is an important way to participate in the governance and management of your Fund. Additionally, your prompt vote will help save the costs of further proxy solicitation, which are being borne by Lord, Abbett & Co. LLC (“Lord Abbett”).

Who will pay the costs associated with the proxy solicitation?

Lord Abbett will bear all costs associated with the proxy solicitation, including printing, distribution, and proxy solicitation costs, and related legal and accounting fees. The Funds have retained Computershare Inc. (“Computershare”), a proxy services firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Lord Abbett will pay Computershare approximately $40,000 for such services (including reimbursement of out-of-pocket expenses).

Whom should I call if I have questions?

If you need more information, or have any questions about voting, please call the Funds at 888-522-2388.

Please vote now.

To avoid the unnecessary costs of further proxy solicitation, please vote promptly via the Internet, by telephone, or by mail, no matter how large or small your Fund holdings may be.

**NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

To Be Held June 28, 2024

A joint special meeting of shareholders of Lord Abbett Credit Opportunities Fund, Lord Abbett Special Situations Income Fund and Lord Abbett Floating Rate High Income Fund (each, a “Fund” and collectively, the “Funds”) will be held virtually on June 28, 2024 at 9:00 am (Eastern Time), to consider and vote on the following proposal, as described more fully in the accompanying joint proxy statement:

PROPOSAL: To elect Lorraine Hendrickson, John Shaffer, Lisa Shalett, and Steven Rocco to serve as new trustees on each Fund’s Board of Trustees effective as of the later of (i) July 5, 2024 and (ii) the date the nominees of the relevant Fund are elected.

In addition, Fund shareholders will be asked to transact such other business as may properly come before the meeting or any adjournments, postponements, or delays of the meeting.

Shareholders of record of each Fund as of the close of business on May 10, 2024 are entitled to notice of and to vote at the meeting and any adjournments, postponements, or delays of the meeting. Shareholders are entitled to one vote for each full share owned and a proportionate vote for each fractional share owned.

Your vote is important, no matter how many shares you own. Your prompt vote will help save the costs of further proxy solicitation, which are being borne by Lord Abbett. Please vote via the Internet, by telephone, by mail, or by attending the virtual meeting and voting. Whichever method you choose, we urge you to read the full text of the attached joint proxy statement before voting.

You will not be able to attend the Meeting in person. You will be required to enter the control number found on your proxy card voting instruction form or notice you previously received. If you have lost or misplaced your control number, please email Computershare Fund Services, the proxy tabulator for the Meeting (“Computershare”), at shareholdermeetings@computershare.com (include your full name, street address, city, state & zip code) to verify your identity and obtain your control number.

If your shares are held through a brokerage account or by a bank or other holder of record you will need to request a legal proxy in order to receive access to the virtual Meeting. To do so, you must submit proof of your proxy power (legal proxy) reflecting your holdings, along with your name and email

address, to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. ET on June 25, 2024. You will receive a confirmation of your registration by email that includes the control number necessary to access and vote at the Meeting. Requests for registration should be directed to Computershare at shareholdermeetings@computershare.com.

Questions from shareholders to be considered at the Meeting must be submitted to Computershare at shareholdermeetings@computershare.com no later than 5:00 p.m. ET on June 25, 2024.

Any shareholder who does not expect to virtually attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions below or by indicating voting instructions on the enclosed proxy card, dating and signing it, and returning it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held June 28, 2024

The Joint Proxy Statement is available at www.proxy-direct.com/lor-33871. To access the Joint Proxy Statement, you will need the control number provided on your proxy card.

TABLE OF CONTENTS

JOINT PROXY STATEMENT

This joint proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (collectively, the “Board,” the members of which are referred to as “Board members”) of each of Lord Abbett Credit Opportunities Fund (the “Credit Opportunities Fund”), Lord Abbett Special Situations Income Fund (the “Special Situations Income Fund”) and Lord Abbett Floating Rate High Income Fund (the “Floating Rate High Income Fund”) (each, a “Fund” and collectively, the “Funds”). The proxies will be voted at a joint special meeting of shareholders of the Funds to be held virtually on June 28, 2024, at 9:00 am (Eastern Time), and at any and all adjournments, postponements, or delays of the meeting (the “Meeting”). The Meeting will be held for the purposes set forth in the accompanying Notice of Joint Special Meeting of Shareholders to Be Held June 28, 2024. This Proxy Statement is first being made available to shareholders on or about June 5, 2024.

You are entitled to notice of, and to vote at, the Meeting (or to provide voting instructions to a financial intermediary holding Fund shares in its name for your benefit) only if you owned shares of a Fund as of the close of business on May 10, 2024 (the “Record Date”). Shareholders of the Funds are entitled to one vote for each full share and a proportionate fractional vote for each fractional share held as of the Record Date. Each properly executed proxy received before the Meeting, unless revoked, will be voted at the Meeting in accordance with the shareholder’s instructions. If a proxy card is properly executed and returned, but the shareholder did not provide any instruction on how to vote for each Board nominee, the shares represented by the card will be voted “FOR” each Board nominee.

To revoke a proxy, you must submit a written notice of revocation or a later dated proxy to the applicable Fund or virtually attend the Meeting and vote, in all cases before the proxy is exercised at the Meeting. If you hold Fund shares through a financial intermediary, please consult your financial intermediary regarding your ability to revoke voting instructions. For more information, please see the section of the Proxy Statement titled “Voting Information.”

Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 90 Hudson Street, Jersey City, New Jersey 07302-3973, or by calling toll free at 888-522-2388. Copies of each Fund’s annual and semi-annual reports also are available on Lord, Abbett & Co. LLC’s (“Lord Abbett”) website at www.lordabbett.com and at the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

Please vote now. Your vote is important.