Securities Act File No. 333-88103
Investment Company Act File No. 811-9597
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Preffective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
Amendment No. 2 [X]
LORD ABBETT LARGE-CAP GROWTH FUND
Exact Name of Registrant as Specified in Charter
90 Hudson Street
Jersey City, New Jersey 07302
Address of Principal Executive Offices
Registrant's Telephone Number (800) 201 - 6984
Lawrence H. Kaplan, Vice President
90 Hudson Street
Jersey City, New Jersey 07302
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
X
--------- immediately on filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
- ----------
60 days after filing pursuant to paragraph (a) (1)
- ----------
on (date) pursuant to paragraph (a) (1)
- ----------
75 days after filing pursuant to paragraph (a) (2)
- ----------
on (date) pursuant to paragraph (a) (2) of Rule 485
- ----------
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
The purpose of the filing of this Amendment is to file as Exhibit (I)
under Item 23 of Part C a legal opinion relating to the Class Y shares
of the Lord Abbett Large-Cap Growth Fund ("Fund"). This Amendment
incorporates by reference in their entirety the Prospectus and
Statement of Additional Information ("SAI") for the Fund's Class A, B,
C and P shares and the Prospectus and SAI for the Fund's Class Y
shares.
<PAGE>
PART C OTHER INFORMATION
Item 23 Exhibits
(a) Declaration of Trust is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999. (b) By-Laws are
incorporated by reference to the Initial Registration Statement on Form N-1A
filed on September 30, 1999.
(c) Instruments Defining Rights of Security Holders not applicable.
(d) Management Agreement is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(e) Distribution Agreement is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(f) Bonus or Profit Sharing Contracts is incorporated by reference to
Post Effective Amendment No. 7 to the Registration Statement on Form N-1A of
Lord Abbett Equity Fund (File No.811-6033).
(g) Custodian Agreement is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A filed on December
28, 1999.
(h) Transfer Agency Agreement is incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
filed on December 28, 1999.
(i) Legal Opinion and Consent filed herewith.
(j) Opinion of Deloitte & Touche LLP filed herewith.Consent of
Deloitte & Touche LLP filed herewith.
(k) Financial Statements are incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
filed on December 28, 1999.
(l) Initial Capital Agreements are incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A filed
on December 28, 1999.
(m) Rule 12b-1 Plans are incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(n) Financial Data Schedule not applicable.
(o) Rule 18f-3 Plan is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
Item 24 Persons Controlled by or Under Common Control with the Fund
-----------------------------------------------------------
None.
Item 25 Indemnification
The Registrant is a Delaware Business Trust established
under Chapter 38 of Title 12 of the Delaware Code. The Registrant's
Declaration and Instrument of Trust at Section 4.3 relating to
indemnification of Trustees, officers, etc. states the following. The
Trust shall indemnify each of its Trustees, officers, employees and
agents (including any individual who serves at its request as director,
officer, partner, trustee or the like of another organization in which
it has any interest as a shareholder, creditor or otherwise) against
all liabilities and expenses, including but not limited to amounts paid
in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees reasonably incurred by him or her in connection with
the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or
legislative body in which he or she may be or may have been involved as
a party or otherwise or with which he or she may be or may have been
threatened, while acting as Trustee or as an officer, employee or agent
of the Trust or the Trustees, as the case may be, or thereafter, by
reason of his or her being or having been such a Trustee, officer,
employee or agent, except with respect to any matter as to which he or
she shall have been adjudicated not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of
the Trust or any Series thereof. Notwithstanding anything herein to the
contrary, if any matter which is the subject of indemnification
hereunder relates only to one Series (or to more than one but not all
of the Series of the Trust), then the indemnity shall be paid only out
of the assets of the affected Series. No individual shall be
indemnified hereunder against any liability to the Trust or any Series
thereof or the Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office. In addition, no such indemnity shall
be provided with respect to any matter disposed of by settlement or a
compromise payment by such Trustee, officer, employee or agent,
pursuant to a consent decree or otherwise, either for said payment or
for any other expenses unless there has been a determination that such
compromise is in the best interests of the Trust or, if appropriate, of
any affected Series thereof and that such Person appears to have acted
in good faith in the reasonable belief that his or her action was in
the best interests of the Trust or, if appropriate, of any affected
Series thereof, and did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his or her office. All determinations that the applicable
standards of conduct have been met for indemnification hereunder shall
be made by (a) a majority vote of a quorum consisting of disinterested
Trustees who are not parties to the proceeding relating to
indemnification, or (b) if such a quorum is not obtainable or, even if
obtainable, if a majority vote of such quorum so directs, by
independent legal counsel in a written opinion, or (c) a vote of
Shareholders (excluding Shares owned of record or beneficially by such
individual). In addition, unless a matter is disposed of with a court
determination (i) on the merits that such Trustee, officer, employee or
agent was not liable or (ii) that such Person was not guilty of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office, no indemnification
shall be provided hereunder unless there has been a determination by
independent legal counsel in a written opinion that such Person did not
engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
The Trustees may make advance payments out of the assets of the Trust
or, if appropriate, of the affected Series in connection with the
expense of defending any action with respect to which indemnification
might be sought under this Section 4.3. The indemnified Trustee,
officer, employee or agent shall give a written undertaking to
reimburse the Trust or the Series in the event it is subsequently
determined that he or she is not entitled to such indemnification and
(a) the indemnified Trustee, officer, employee or agent shall provide
security for his or her undertaking, (b) the Trust shall be insured
against losses arising by reason of lawful advances, or (c) a majority
of a quorum of disinterested Trustees or an independent legal counsel
in a written opinion shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there
is reason to believe that the indemnitee ultimately will be found
entitled to indemnification. The rights accruing to any Trustee,
officer, employee or agent under these provisions shall not exclude any
other right to which he or she may be lawfully entitled and shall inure
to the benefit of his or her heirs, executors, administrators or other
legal representatives.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expense incurred or paid by a Trustee,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
Item 26 Business and Other Connections of Investment Adviser
----------------------------------------------------
Lord, Abbett & Co. acts as investment adviser for the Lord
Abbett registered investment companies and provides investment
management services to various pension plans, institutions and
individuals. Lord Abbett Distributor, a limited liability
corporation, serves as their distributor and principal
underwriter. Other than acting as trustees, directors and/or
officers of open-end investment companies managed by Lord,
Abbett & Co., none of Lord, Abbett & Co.'s partners has, in
the past two fiscal years, engaged in any other business,
profession, vocation or employment of a substantial nature for
his or her own account or in the capacity of director,
officer, employee, partner or Trustee of any entity.
Investment Sub - Adviser
American Skandia Trust (Lord Abbett Growth & Income Portfolio)
Item 27 Principal Underwriters
(a) Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett U.S. Government Money Market Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett Tax-Free Income Trust
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Developing Growth Fund, Inc.
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
Business Address (1) with Registrant
Robert S. Dow Chairman and President
Paul A. Hilstad Vice President & Secretary
Daniel E. Carper Vice President
Robert G. Morris Vice President
The other general partners of Lord, Abbett & Co. who are neither officers
nor directors of the Registrant are Stephen I. Allen, Zane E. Brown, John E.
Erard, Robert P. Fetch, Daria L. Foster, Robert I. Gerber, W. Thomas Hudson,
Jr., Stephen I. McGruder, Michael B. McLaughlin, Robert J. Noelke, R. Mark
Pennington, and Christopher J. Towle.
Each of the above has a principal business address at 90
Hudson Street, Jersey City, NJ 07302.
(c) Not applicable
Item 28 Location of Accounts and Records
--------------------------------
Registrant maintains the records, required by Rules 31a - 1(a)
and (b), and 31a - 2(a) at its main office.
Lord, Abbett & Co. maintains the records required by Rules 31a - 1(f) and
31a - 2(e) at its main office.
Certain records such as cancelled stock certificates and
correspondence may be physically maintained at the main office
of the Registrant's Transfer Agent, Custodian, or Shareholder
Servicing Agent within the requirements of Rule 31a-3.
Item 29 Management Services
None
Item 30 Undertakings
The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without
charge.
The Registrant undertakes, if requested to do so by the
holders of at least 10% of the Registrant's outstanding
shares, to call a meeting of shareholders for the purpose of
voting upon the question of removal of a Trustee or Trustees
and in communications with other shareholders as required by
Section 16(c) of the Investment Company Act of 1940, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
under rule 485(b) under the Securities Act and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in
Jersey City, New Jersey, on the 3rd day of February.
LORD ABBETT LARGE-CAP GROWTH FUND
/s/ Lawrence H. Kaplan
By: Lawrence H. Kaplan
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman, President
/s/ Robert S. Dow and Director/Trustee February 3, 2000
- ------------------ --------------------------- -----------------------
Robert S. Dow
/s/ E. Thayer Bigelow Director/Trustee February 3, 2000
- ------------------- ------------------------ ------------------------
E. Thayer Bigelow
/s/ William H. T. Bush Director/Trustee February 3, 2000
- ------------------- ----------------------- ---------------------
William H. T. Bush
/s/Robert B.Calhoun, Jr. Director/Trustee February 3, 2000
- -------------------------- --------------- ---------------------
Robert B. Calhoun, Jr.
/s/ Stewart S. Dixon Director/Trustee February 3, 2000
- -------------------------- ---------------- ---------------------
Stewart S. Dixon
/s/ John C. Jansing Director/Trustee February 3, 2000
- ------------------------- ----------------- ----------------------
John C. Jansing
/s/ C. Alan MacDonald Director/Trustee February 3, 2000
- ------------------------- ----------------- ----------------------
C. Alan MacDonald
/s/ Hansel B. Millican, Jr..Director/Trustee February 3, 2000
- ----------------------- ----------------- -----------------
Hansel B. Millican, Jr.
/s/ Thomas J. Neff Director/Trustee February 3, 2000
- ---------------------- ------------------- ----------------------
Thomas J. Neff
/s/ Donna M. McManus Chief Financial Officer February 3, 2000
- ---------------------- ---------------------- -------------------------
Donna M. McManus
January 27, 2000
Lord Abbett Large-Cap Growth Fund
90 Hudson Street
Jersey City, NJ 07302-3972
Dear Sirs:
You have requested our opinion in connection with your filing of
Amendment No. 1 to the Registration Statement on Form N-1A (the "Amendment")
under the Investment Company Act of 1940, as amended (the "Act"), of Lord Abbett
Large-Cap Growth Fund, a Delaware business trust (the "Company"), and in
connection therewith your registration of Class Y shares of beneficial interest,
without par value, of the Company (the "Shares").
We have examined and relied upon originals, or copies certified to our
satisfaction, of such company records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion set forth below.
We are of the opinion that the Shares issued in the continuous offering
have been duly authorized and, assuming the issuance of the Shares for cash at
net asset value and receipt by the Company of the consideration therefor as set
forth in the Amendment, the Shares will be validly issued, fully paid and
nonassessable.
We express no opinion as to matters governed by any laws other than the
Title 12 of the Delaware Code. We consent to the filing of this opinion solely
in connection with the Amendment. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ Marianne K. Smythe
Marianne K. Smythe, a partner
