LORD ABBETT EQUITY FUND
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A Lord Abbett Managed Investment Company
90 Hudson Street o Jersey City, New Jersey 07302-3973
Dear Fellow Shareholder,
As you know, your Fund offered investors the unique opportunity to participate
in the stock market without the risk of losing their original investment.
Shareholders meeting certain conditions were protected through an insurance
policy issued by Financial Security Assurance, Inc. That insurance policy will
expire on May 31, 2000. After that date, all outstanding Fund shares will be
fully subject to the market risks inherent in equity funds.
As of January 31, 2000, your Fund held $55,003,120 in assets and has had an
average annual total return of 12.32% since inception.
In light of the expiration of the insurance policy, and increased shareholder
inquiries concerning the future of the Fund, Lord, Abbett & Co. (Lord Abbett)
recently proposed to the Fund's Board of Trustees that the Fund be combined with
the Lord Abbett Large-Cap Growth Fund (Large-Cap Growth Fund).
Following its review of this proposal, the Fund's Board of Trustees determined
unanimously that the combination of your Fund with the Large-Cap Growth Fund
would be in the best interests of the Fund and its shareholders. Accordingly,
the Board of Trustees has called a Special Meeting of Shareholders to consider
the proposed combination.
As you evaluate this proposed combination of your Fund and the Large-Cap Growth
Fund (the Funds), please note the following points:
o Both Funds invest primarily in equity securities of large, established
companies, although they have different investment objectives and
strategies. The investment objective of the Equity Fund is long-term growth
of capital and income without excessive fluctuations in market value. In
contrast, the investment objective of the Large-Cap Growth Fund is
long-term capital growth. Although the Large-Cap Growth Fund expects to
retain a significant portion of the assets held by your Fund, its portfolio
principally will consist of growth stocks. The Large-Cap Growth Fund does
not anticipate investing any of its assets in U.S. Government securities
except for temporary investment purposes. Currently, approximately 20% of
your Fund's assets are invested in U.S. Government securities. These
investments were made pursuant to restrictions imposed as a condition of
its insurance policy. The Large-Cap Growth Fund has not purchased an
insurance policy like the one owned by your Fund.
o The proposed combination will be a tax-free reorganization for federal
income tax purposes.
o You will not be charged any transaction fees in the combination.
o The total value of the Large-Cap Growth Fund shares you will receive will
be the same as the total value of your Fund shares as of the close of
business on the date that the combination is completed.
o The proposed combination may create economies of scale in portfolio
management, administration and operations resulting from larger asset size,
thereby potentially reducing costs to you.
o The expiration of the insurance policy will result in savings to the Fund
and to you.
o A vote in favor of the proposed combination is a vote to terminate the
Equity Fund.
<PAGE>
You may vote in any one of four ways:
o Via the Internet at http://www.proxyvote.com.
o By telephone, with a toll-free call to 1-800-690-6903.
o By mail, using the enclosed proxy card.
o In person at the meeting.
We encourage you to vote via the Internet or by telephone, using the 12-digit
"control" number that appears on your proxy card. These voting methods will save
your Fund a good deal of money that otherwise would be spent on postage.
Regardless of the method you choose, however, please take the time to read the
full text of the Combined Prospectus/Proxy Statement before voting.
YOUR VOTE ON THE PROPOSED COMBINATION IS CRITICAL. TO ENSURE THAT YOUR VOTE IS
COUNTED, IT IS IMPORTANT THAT YOU:
1. REVIEW THE ENCLOSED COMBINED PROSPECTUS/PROXY STATEMENT, AND
2. VOTE VIA THE INTERNET OR BY TELEPHONE, OR
3. 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. Because we believe this
combination of Funds is in the best interests of shareholders, we encourage you
to vote in favor of this proposal.
If the proposed combination is approved, shareholders should note that the
Equity Fund expects to pay its final distributions immediately prior to the
combination in additional shares (unless otherwise instructed). For operational
reasons, the Equity Fund does not intend to effect a reverse stock split, as it
has done in the past.
Sincerely,
[GRAPHIC OMITTED]
Robert S. Dow
Chairman of the Board
March 31, 2000
<PAGE>
LORD ABBETT EQUITY FUND
90 Hudson Street o Jersey City, New Jersey 07302-3973
Telephone 800-426-1130
March 31, 2000
Notice of a Special Meeting of Shareholders to be held on May 26, 2000
Notice is hereby given of a special meeting of the shareholders of Lord Abbett
Equity Fund. The meeting will be held in the offices of Lord, Abbett & Co., at
90 Hudson Street, Jersey City, New Jersey, on May 26, 2000, at 10:00 a.m. for
the following purposes.
To consider and act upon:
(1) an Agreement and Plan of Reorganization between Lord Abbett Equity
Fund (the Equity Fund) and Lord Abbett Large-Cap Growth Fund (the
Large-Cap Growth Fund), providing for: (a) the transfer of all of the
assets of the Equity Fund to the Large-Cap Growth Fund in exchange for
Class A shares of the Large-Cap Growth Fund and the assumption by the
Large-Cap Growth Fund of all of the liabilities of the Equity Fund;
(b) the distribution of such Class A shares to the shareholders of the
Equity Fund; and (c) the subsequent termination of the Equity Fund
under state law and the Investment Company Act of 1940; and
(2) such other business as may properly come before the meeting.
By order of the Board of Trustees
[GRAPHIC OMITTED]
Paul A. Hilstad
Vice President and Secretary
<PAGE>
The Board of Trustees has fixed the close of business on March 23, 2000 as the
record date for determination of shareholders of the Equity Fund entitled to
notice of and to vote at the meeting and any adjournment thereof. Shareholders
are entitled to one vote for each share held. As of March 23, 2000, there were
1,920,729.50 shares of the Equity Fund issued and outstanding.
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR BY TELEPHONE OR ON
THE ENCLOSED PROXY CARD. IF YOU CHOOSE TO VOTE BY USING THE ENCLOSED PROXY CARD,
PLEASE SIGN, DATE, AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF
ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
<PAGE>
COMBINED PROSPECTUS/PROXY STATEMENT
Dated March 31, 2000
Acquisition Of The Assets Of
LORD ABBETT EQUITY FUND
90 Hudson Street, Jersey City, NJ 07302-3973
By And In Exchange For Class A Shares Of
LORD ABBETT LARGE-CAP GROWTH FUND
90 Hudson Street, Jersey City, NJ 07302-3973
This Combined Prospectus/Proxy Statement relates to Class A shares (the "Class A
shares") of beneficial interest of the Lord Abbett Large-Cap Growth Fund (the
"Large-Cap Growth Fund") to be issued to, and in exchange for all the assets of,
Lord Abbett Equity Fund (the "Equity Fund", and together with the Large-Cap
Growth Fund, the "Funds"). In exchange for those assets, the Large-Cap Growth
Fund also will assume all of the liabilities of the Equity Fund. Following
receipt of the Large-Cap Growth Fund Class A shares, the Equity Fund will
terminate and distribute the Class A shares to the shareholders of the Equity
Fund. The shareholders of the Equity Fund are being asked to vote to approve or
disapprove these proposed transactions (the Reorganization), which are more
fully described in this Combined Prospectus/Proxy Statement.
Both Funds are registered, open-end, management investment companies. Lord,
Abbett & Co. (Lord Abbett) is the investment manager to both Funds.
The Boards of Trustees of the Funds have decided that the Reorganization is in
the best interests of the Equity Fund and the Large-Cap Growth Fund and their
respective shareholders. The Boards also have determined that the Reorganization
would not result in a dilution of the interests of the shareholders of either
Fund.
Any shareholder having a question regarding the meeting agenda or needing
assistance in voting should contact the Equity Fund at 1-800-426-1130.
This Combined Prospectus/Proxy Statement concisely sets forth the information
about the Large-Cap Growth Fund that a shareholder of the Equity Fund should
know before voting on the Reorganization. It should be read and retained for
future reference. Attached as an Appendix to this Combined Prospectus/ Proxy
Statement is a copy of the Agreement and Plan of Reorganization (the Plan) for
the Reorganization. This Combined Prospectus/Proxy Statement is accompanied by
the Prospectus of the Large-Cap Growth Fund dated December 30, 1999, which is
incorporated by reference into this Combined Prospectus/Proxy Statement. Also
incorporated herein by reference is the Statement of Additional Information
dated March 31, 2000 relating to this Combined Prospectus/Proxy Statement. The
Statement of Additional Information is available, upon request and at no charge,
from the Large-Cap Growth Fund by writing to 90 Hudson Street, Jersey City, NJ
07302-3973, or by calling 1-800-426-1130.
The Securities and Exchange Commission has not approved or disapproved these
securities nor passed upon the adequacy of this Combined Prospectus/Proxy
Statement. Any representation to the contrary is a criminal offense.
<PAGE>
Table of Contents
SPECIAL MEETING OF SHAREHOLDERS OF THE EQUITY FUND 1
FEES AND EXPENSES 2
SUMMARY OF PROPOSAL 3
Overview Of Proposed Reorganization 3
Large-Cap Growth Fund Class A Shares 3
Investment Objectives And Policies Of The
Equity Fund And The Large-Cap Growth Fund 4
Purchases And Exchanges 4
Dividend Policies And Options 5
Redemption Procedures 5
Tax Considerations 5
Risk Factors 6
INFORMATION ABOUT THE REORGANIZATION 6
The Plan 6
Reasons For The Reorganization 7
Federal Income Tax Considerations 7
Expenses Of The Reorganization 8
Capitalization 8
COMPARATIVE INFORMATION ABOUT THE
LARGE-CAP GROWTH FUND AND THE EQUITY FUND 9
Management 9
Historical Performance Of Portfolio Manager 10
Performance Of The Equity Fund 11
Managemen's Discussion Of Equity Fund's
1999 Fiscal Year Performance 12
Fees And Expenses 14
Investment Objectives, Policies And Restrictions 14
Other Investment Techniques 15
Shareholder Rights 16
ADDITIONAL INFORMATION 17
APPENDIX A1
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS OF THE EQUITY FUND
This Combined Prospectus/Proxy Statement is furnished in connection with
the solicitation of proxies by and on behalf of the Board of Trustees of
the Equity Fund to be used at a Special Meeting of Shareholders of the
Equity Fund to be held at 10:00 a.m. on May 26, 2000, at the offices of
Lord, Abbett & Co. (Lord Abbett) at 90 Hudson Street, Jersey City, New
Jersey, 07302-3973, and at any adjournment thereof. This Combined
Prospectus/Proxy Statement and the enclosed proxy card are first being
mailed to shareholders of the Equity Fund on or about March 31, 2000.
At the close of business on March 23, 2000 (the Record Date), there were
issued and outstanding 1,920,729.50 shares of the Equity Fund. Only
shareholders of record as of the close of business on the Record Date will
be entitled to notice of, and to vote at, the meeting or any adjournment
thereof. Shareholders of the Equity Fund are entitled to one vote for each
full share, and a proportionate share of a vote for each fractional share.
The presence in person or by proxy of the holders of a majority of the
outstanding shares entitled to vote is required to constitute a quorum of
the meeting. Approval of the Plan and the Reorganization requires the
affirmative vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940 (Investment Company Act)) of
the shares of the Equity Fund. This means that the Plan and the
Reorganization must be approved by the lesser of: (i) 67% or more of the
shares of the Equity Fund, if holders of more than 50% of the outstanding
shares are present or represented by proxy; or (ii) more than 50% of the
outstanding shares of the Equity Fund. Shares for which there is an
abstention or broker non-vote shall be counted for quorum purposes but
shall be considered to be a vote against the proposal. If the enclosed form
of proxy is properly executed and returned in time to be voted at the
meeting, or the shareholder votes via the Internet or by telephone prior to
the meeting, the named proxies will vote the shares represented by the
proxy in accordance with the shareholder's instructions.
A proxy may be revoked by the shareholder at any time at or before the
meeting by written notice to the Equity Fund, by execution of a later-dated
proxy or by voting in person at the meeting. Unless revoked, all valid
proxies will be voted in accordance with the specifications thereon or, in
the absence of such specifications, for approval of the Plan and the
Reorganization, and on any other matters as deemed appropriate. A vote in
favor of the Reorganization is a vote to terminate the Equity Fund.
Proxies will be solicited by mail. Additional solicitations may be made by
telephone, facsimile, or personal contact by officers or employees of Lord
Abbett and its affiliates. The Equity Fund may also request brokerage
houses, custodians, nominees, and fiduciaries who are shareholders of
record to forward proxy material to the beneficial owners. Half of the
costs of the Reorganization will be borne by Lord Abbett and half by the
Funds. These costs (including proxy solicitation costs of approximately
$50,000) are estimated to total approximately $110,000.
If sufficient votes to approve the Plan are not received by the meeting
date, the persons named as proxies may propose one or more adjournment(s)
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.
If the Plan is not approved by the shareholders of the Equity Fund, or if
the Reorganization is not completed for any other reason, the Equity Fund
will continue to engage in business.
Shareholders who redeem their Equity Fund shares before May 31, 2000 will
lose the benefit of the guarantee provided by Financial Security Assurance,
Inc. ("Financial Security"), as described below and in the Equity Fund's
Prospectus dated October 1, 1999.
Equity Fund Proxy 1
<PAGE>
FEES AND EXPENSES
This table provides a summary comparison of the expenses of the Class A
shares of the Large-Cap Growth Fund and the shares of the Equity Fund. The
estimated expenses of the Class A shares of the Large-Cap Growth Fund are
not expected to change as a result of the Reorganization.
<TABLE>
<CAPTION>
===================================================================================================================
Fee Table
===================================================================================================================
Large-Cap
Growth Fund Equity Fund Pro Forma
Class A Shares Shares Combined
<S> <C> <C> <C>
Shareholder Fees (Fees paid directly from your investment) none none none
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Maximum Sales Charge on Purchases (as a % of offering price) 5.75%(1) 5.50% 5.75%(1)
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Maximum Deferred Sales Charge none(1)(2) none none(1)(2)
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Annual Fund Operating Expenses
(Expenses deducted from Fund assets) (as a % of average net assets)
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Management Fees (See "Management")(3) 0.75% 0.65% 0.75%
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Distribution (12b-1) and Service Fees(4) 0.35% 0.25% 0.35%
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Other Expenses(5) 0.35% 0.26% 0.35%
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Total Annual Fund Operating Expenses(6) 1.45% 1.16% 1.45%
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</TABLE>
(1) No sales charge will be imposed in connection with the Reorganization.
(2) A contingent deferred sales charge of 1.00% may be assessed on certain
redemptions of Class A shares made within 24 months following any purchases
made without a sales charge. No such charge will be imposed on shares
acquired in the Reorganization because all the Equity Fund shareholders
receiving such shares will satisfy the 24 month requirement when the
holding period of their Equity Fund shares is taken into account.
(3) Management fees are payable to Lord Abbett for the Funds' investment
management.
(4) Because 12b-1 fees are paid out on an ongoing basis, over time they will
increase the cost of your investment and may cost you more than paying
other types of sales charges. 12b-1 fees refer to fees incurred for
activities that are primarily intended to result in the sale of Fund shares
and service fees for shareholder account service and maintenance.
(5) Other expenses include fees paid for miscellaneous items such as
shareholder service fees and professional fees. (6) The total annual
operating expenses of the Large-Cap Growth Fund are based on estimated
expenses for the current fiscal year ending July 31, 2000. The annual
operating expenses of the Equity Fund have been restated from the May 31,
1999 fiscal year amounts to reflect the termination on May 31, 2000, of the
guarantee provided by Financial Security Assurance, Inc., and the
associated premium of .50% annually of the total amount guaranteed. For the
fiscal year ended May 31, 1999, the Equity Fund's total expense ratio was
1.35% which included expenses of .19% related to the guarantee.
================================================================================
Example
================================================================================
The Example below is intended to help you compare the cost of investing in the
Large-Cap Growth Fund with the cost of investing in the Equity Fund. The
Example, like that in other funds' prospectuses, assumes that you invest $10,000
in the Funds for the time periods indicated and redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year, that the Funds' operating expenses remain the same, and that
you paid the maximum sales load. No sales charge will be imposed in connection
with the Reorganization. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:(1)
<TABLE>
<CAPTION>
Share Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Large-Cap Growth Fund Class A $714 $1,007 $1,322 $2,210
- -------------------------------------------------------------------------------------------------------------------
Equity Fund $662 $898 $1,153 $1,881
- -------------------------------------------------------------------------------------------------------------------
Pro Forma Combined $714 $1,007 $1,322 $2,210
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In the Example below, no sales load is deducted:
<TABLE>
<CAPTION>
Share Class 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Large-Cap Growth Fund Class A $148 $459 $792 $1,735
- -------------------------------------------------------------------------------------------------------------------
Equity Fund $118 $368 $638 $1,409
- -------------------------------------------------------------------------------------------------------------------
Pro Forma Combined $148 $459 $792 $1,735
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
2 Equity Fund Proxy
<PAGE>
SUMMARY OF PROPOSAL
The following is a summary of certain information contained elsewhere or
incorporated by reference in this Combined Prospectus/Proxy Statement. You
should read the entire Combined Prospectus/Proxy Statement.
OVERVIEW OF PROPOSED REORGANIZATION
The Plan provides for the transfer to the Large-Cap Growth Fund of all of
the assets of the Equity Fund in exchange for Class A shares and the
assumption by the Large-Cap Growth Fund of all of the liabilities of the
Equity Fund. The Class A shares then will be distributed to the Equity Fund
shareholders and the Equity Fund will be terminated. As a result of the
Reorganization, each shareholder of the Equity Fund will become the owner
of that number of full and fractional Class A shares having an aggregate
net asset value equal to the aggregate net asset value of their shares of
the Equity Fund, as of the close of business on the date the Equity Fund
assets are transferred to the Large-Cap Growth Fund. Completion of the
Reorganization is subject to the approval of the Equity Fund's shareholders
and other conditions.
The Boards of Trustees of the Funds unanimously have decided that the
Reorganization is in the best interests of the Equity Fund and the
Large-Cap Growth Fund and their respective shareholders. The Boards also
have determined that the Reorganization would not result in a dilution of
the interests of the shareholders of either Fund. Among other factors, the
Boards considered, based upon the recommendation of Lord Abbett, the
investment manager to both Funds, the relative historical performance of
the two Funds, the expiration of the guarantee provided by Financial
Security on May 31, 2000, the poor prospects for future sales of shares of
the Equity Fund, the prospect that the asset levels of the Equity Fund may
decline following the expiration of the guarantee, and the historical and
projected expense ratios of the Funds, including the fact that such expense
ratios of the Large-Cap Growth Fund Class A shares were higher than those
of the Equity Fund shares. In addition, the Boards considered the
investment management experience of Stephen Humphrey, the portfolio manager
of the Large-Cap Growth Fund, the prospects for future sales of shares of
the Large-Cap Growth Fund, in light of its investment objective and
portfolio management, and the likelihood that sales would be sufficient to
allow it to reach an acceptably high asset level to realize administrative,
portfolio management, distribution, shareholder service and other operating
efficiencies. However, there is no guarantee that such operating
efficiencies will occur.
The Boards also considered the tax-free nature of the Reorganization, the
similarities and differences among the investment objectives and policies
of the two Funds, their related risk factors, and the fact that the Funds
share the same service providers, including the investment manager,
custodian and transfer agent. The Board of the Equity Fund considered other
alternatives, including liquidation of the Equity Fund.
In light of these factors and their fiduciary duties under federal and
state law, the Boards unanimously have decided that the Reorganization is
in the best interests of the Equity Fund and the Large-Cap Growth Fund and
their respective shareholders. The Boards have also determined that the
Reorganization would not result in a dilution of the interests of the
shareholders of either Fund.
LARGE-CAP GROWTH FUND CLASS A SHARES
The Large-Cap Growth Fund has five classes of shares: Classes A, B, C, P
and Y, each of which invests in the same portfolio, but bears different
expenses and receives different levels of dividends. If the Reorganization
is completed, Equity Fund shareholders will receive Class A shares.
Equity Fund Proxy 3
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES OF THE
EQUITY FUND AND THE LARGE-CAP GROWTH FUND
Although both Funds invest primarily in equity securities of large,
established companies, they have different investment objectives and
strategies.
The investment objective of the Equity Fund is long-term growth of capital
and income without excessive fluctuations in market value. In contrast, the
investment objective of the Large-Cap Growth Fund is long-term capital
growth.
Investments in the Equity Fund are insured by Financial Security, which
guarantees that the net asset value of each initially purchased share will
not be less than $10 on May 31, 2000 if certain conditions are met. The
Large-Cap Growth Fund has not purchased an insurance policy similar to the
one owned by the Equity Fund and does not intend to do so in the future.
Under normal circumstances, at least 65% of the Equity Fund's net assets is
invested in equity securities, although, under Financial Security's
investment guidelines, due to market conditions, the Equity Fund may be
required to invest more than 35% of its net assets in U.S. Government
securities. In addition, under Financial Security's insurance investment
guidelines, the Equity Fund may be required to invest a portion of its
assets in short-term debt securities, which could reduce the benefit from
any upswing in the equity market and prevent the Equity Fund from achieving
its investment objective. Under normal circumstances, the Large-Cap Growth
Fund invests at least 65% of its total assets in equity securities of
large, established companies with market capitalizations of at least $8
billion. The Large-Cap Growth Fund is not subject to the stringent
insurance investment guidelines imposed on the Equity Fund.
The Equity Fund believes that the needs of its investors will best be
served by an investment that exhibits growth, characterized by as few
fluctuations in market value as is possible. For this reason, the Equity
Fund tries to keep its assets invested in securities that are selling at
reasonable prices in relation to value and, thus, will forego some
opportunities for gains when, in its judgment, they are too risky. In
contrast, the Large-Cap Growth Fund uses a bottom up investment research
approach that seeks to identify individual companies with expected earnings
growth potential and consistency that may not be recognized by the market
at large.
In addition, there are differences between the investment policies of, and
investment techniques used by, the Funds. In particular, the Large-Cap
Growth Fund may invest to a greater degree than the Equity Fund in illiquid
securities, futures contracts, options on futures contracts, and options,
all of which may present investment risks. Further, although both Funds are
diversified, the Large-Cap Growth Fund's investment policy does not require
as great a degree of diversification. This means that the Large-Cap Growth
Fund may invest to a greater extent in the securities of a single issuer,
which may increase its volatility.
PURCHASES AND EXCHANGES
Large-Cap Growth Fund Class A shares are available through certain
authorized dealers at the public offering price, which is the net asset
value plus a front-end sales load. Shareholders of the Equity Fund may
exchange their shares now for shares of the Lord Abbett Large-Cap Growth
Fund. However, shareholders who exchange their shares before May 31, 2000
will lose the benefit of the guarantee provided by Financial Security. In
addition, each such exchange will represent a sale of shares for which a
shareholder may have to recognize a taxable gain or loss. In contrast, no
gain or loss will be recognized by shareholders of the Equity Fund upon the
exchange of their Equity Fund shares for new Class A shares in the
Reorganization.
The Equity Fund currently is not offering its shares for purchase. If the
Reorganization is not approved, the Board of Trustees of the Equity Fund
will consider whether to offer its shares for purchase.
4 Equity Fund Proxy
<PAGE>
Net asset value per share for each class of Fund shares is calculated each
business day at the close of regular trading on the New York Stock Exchange
("NYSE"), normally 4:00 p.m. Eastern time. Purchases and sales of Fund
shares are executed at the NAV next determined after the Fund receives your
order in proper form. In calculating NAV, securities for which market
quotations are available are valued at those quotations. Securities for
which such quotations are not available are valued at fair value under
procedures approved by the Boards of the Funds.
DIVIDEND POLICIES AND OPTIONS
The Equity Fund normally distributes net investment income and any net
capital gains annually in December. It also may pay supplemental dividends
and capital gains distributions during the year. Historically, the Fund has
paid all dividends and distributions in the form of additional shares and
used reverse stock splits to maintain the original number of shares
purchased, assuming no shares are redeemed. It is currently contemplated,
however, that the Equity Fund will pay its final distributions, as
described under "Tax Considerations" below, to shareholders in additional
shares (unless shareholders request payment in cash) and will not employ a
reverse stock split. The effect of this change will be to reduce the amount
of the Financial Security guarantee by the amount of these distributions.
The Large-Cap Growth Fund has a generally similar dividend and distribution
policy although it does not employ reverse stock splits. It normally pays
its shareholders dividends from its net investment income and distributes
its net capital gains (if any) annually. Your distributions will be
reinvested in the Fund unless you instruct the Fund to pay them to you in
cash. There are no sales charges on reinvestments.
REDEMPTION PROCEDURES
The redemption procedures of the Equity Fund and the Large-Cap Growth Fund
are substantially the same. You may redeem your shares by broker, by
telephone, or by mail, as explained below.
By Broker. Call your investment professional for instructions 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 should call the Funds at
1-800-821-5129.
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.
TAX CONSIDERATIONS
The completion of the Reorganization is subject to receipt of an opinion of
counsel, substantially to the effect that, among other things, the
Reorganization will not cause gain or loss to be recognized by the Equity
Fund or its shareholders for federal income tax purposes.
Shareholders should note that prior to the Reorganization, the Equity Fund
may, to the extent permitted by law and consistent with the opinion to be
issued by Wilmer, Cutler & Pickering, legal counsel to the Large-Cap Growth
Fund and the Equity Fund, dispose of some of the securities in its
portfolio and reinvest the proceeds in other securities consistent with its
investment objectives. In addition, immediately before the Reorganization,
the Equity Fund will declare and distribute a dividend that will have the
effect of distributing to the Equity Fund shareholders all of the Equity
Fund's previously undistributed investment company taxable income and net
realized capital gains. To the extent that the Equity Fund disposes of
securities in its portfolio before the Reorganization, the Equity Fund may
realize a greater amount of net capital gains that would then be
distributed to Equity Fund shareholders. These distributions will be
taxable to the Equity Fund shareholders. The ability of either Fund to
dispose of assets in connection with the Reorganization is limited by
federal tax requirements. For additional information, see "Information
about the Reorganization -- Federal Income Tax Considerations."
Equity Fund Proxy 5
<PAGE>
RISK FACTORS
Each Fund is subject to the general risks and considerations associated
with equity investing. The value of an investment in the Funds will
fluctuate in response to movements in the stock market generally and to the
changing prospects of individual companies in which the Funds invest.
In addition, the Funds are subject to the particular risks associated with
the types of stocks in which they invest: value-oriented stocks in the case
of the Equity Fund; and growth stocks in the case of the Large-Cap Growth
Fund. As different types of stocks shift in and out of favor depending on
market and economic conditions, one type may perform differently than the
market as a whole and other types of stock. For instance, the market may
fail to recognize the intrinsic value of particular value-oriented stocks
for a long time. Also, growth companies may grow faster than other
companies which may result in more volatility in their stock prices.
If a Fund's assessment of a company's value or prospects for exceeding
earnings expectations or market conditions is wrong, the Fund could suffer
losses or produce poor performance relative to other funds, even in a
rising market.
Investments in the Equity Fund are insured by Financial Security. Financial
Security guarantees that the net asset value of each initially purchased
share will not be less than $10 on May 31, 2000, subject to certain
conditions. Under Financial Security's insurance investment guidelines, the
Fund may be required to invest some of its assets in short-term debt
securities, which would reduce the risk of excessive fluctuations in market
value. Due to these investment guidelines, an investment in the Equity Fund
historically may have been significantly less volatile than an investment
in other equity funds, including the Large-Cap Growth Fund. The Large-Cap
Growth Fund does not intend to purchase an insurance policy like the policy
owned by the Equity Fund.
INFORMATION ABOUT THE REORGANIZATION
THE PLAN
On May 31, 2000 (the Closing Date), assuming the conditions discussed below
are met, the Equity Fund will transfer all its assets to the Large-Cap
Growth Fund in exchange for new Class A shares of the Large-Cap Growth Fund
having an aggregate net asset value equal to the aggregate value of the
assets, less liabilities, of the Equity Fund and the assumption by the
Large-Cap Growth Fund of all the liabilities of the Equity Fund. The Equity
Fund will distribute as of the Closing Date such new Class A shares pro
rata to its shareholders of record, determined as of the close of business
on the Closing Date, in exchange for their shares of the Equity Fund. The
net asset value of the new Class A shares and the value of the Equity
Fund's assets and the amount of its liabilities will be determined as of
the Closing Date in accordance with the Large-Cap Growth Fund's valuation
procedures, which are the same as those used by the Equity Fund.
Although the Equity Fund may dispose of some of the securities in its
portfolio prior to the Reorganization and reinvest the proceeds in other
securities consistent with its investment objective, the Equity Fund will
not dispose of assets which, in the aggregate, will result in less than 50%
of the historic business assets of the Equity Fund being transferred to the
Large-Cap Growth Fund in the Reorganization. The Equity Fund will pay final
dividends prior to the Reorganization that will have the effect of
distributing all of its undistributed investment company taxable income and
net realized capital gains to its shareholders before the Reorganization.
The obligations of the Large-Cap Growth Fund and the Equity Fund to
complete the Reorganization are subject to the satisfaction of certain
conditions, including: (a) approval and authorization of the Reorganization
by the vote of a majority of the shares of the Equity Fund voted on the
matter if a quorum is present and (b) a favorable opinion of legal counsel
as to the federal income tax consequences of the proposed transaction as
described below under "Federal Income Tax Considerations."
6 Equity Fund Proxy
<PAGE>
This summary of the Plan is not complete, and is subject in all respects to
provisions of, and is qualified in its entirety by reference to the Plan, a
copy of which is attached as an Appendix hereto.
REASONS FOR THE REORGANIZATION
The Boards of Trustees of the Funds, including in each case a majority who
are not interested persons (as defined in the Investment Company Act) of
either Fund or of Lord Abbett, approved the Plan and the Reorganization on
March 9, 2000, and determined that participation in the proposed
Reorganization is in the best interests of the shareholders of each of the
Funds and that the interests of existing shareholders of the Funds will not
be diluted as a result of the Reorganization.
FEDERAL INCOME TAX CONSIDERATIONS
The completion of the Reorganization is conditioned on the receipt of an
opinion of Wilmer, Cutler & Pickering, legal counsel to the Large-Cap
Growth Fund and the Equity Fund, substantially to the effect that, for
federal income tax purposes:
(a) The acquisition by the Large-Cap Growth Fund of substantially all the
assets of the Equity Fund in exchange for voting Class A shares of the
Large-Cap Growth Fund and the Large-Cap Growth Fund's assumption of
the Equity Fund's liabilities, followed by the distribution by the
Equity Fund to its shareholders of the Large-Cap Growth Fund shares,
in complete liquidation, will constitute a reorganization within the
meaning of section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Large-Cap Growth Fund and the Equity Fund
will each be a "party to a reorganization" within the meaning of
section 368(b) of the Code.
(b) No gain or loss will be recognized by the Equity Fund upon the
transfer of substantially all of its assets to the Large-Cap Growth
Fund solely in exchange for Class A shares of the Large-Cap Growth
Fund and the Large-Cap Growth Fund's assumption of the Equity Fund's
liabilities or upon the distribution of such Large-Cap Growth Fund
shares to the Equity Fund shareholders.
(c) The Large-Cap Growth Fund will recognize no gain or loss upon the
receipt of substantially all of the assets of the Equity Fund in
exchange solely for voting Class A shares of the Large-Cap Growth Fund
and the assumption of the Equity Fund's liabilities.
(d) The shareholders of the Equity Fund will recognize no gain or loss on
the receipt of Class A shares of the Large-Cap Growth Fund (including
any fractional share interests to which they may be entitled) solely
in exchange for their Equity Fund shares.
(e) The basis of the assets of the Equity Fund in the hands of the
Large-Cap Growth Fund will be the same as the basis of such assets in
the hands of the Equity Fund immediately prior to the transfer.
(f) The holding period of the assets of the Equity Fund in the hands of
the Large-Cap Growth Fund will include the period during which those
assets were held by the Equity Fund.
(g) The basis of the Large-Cap Growth Fund shares received by each Equity
Fund shareholder will be the same as the basis of the Equity Fund
shares surrendered in exchange therefor.
(h) The holding period of the Class A shares of the Large-Cap Growth Fund
received by each Equity Fund shareholder in exchange for Equity Fund
shares (including fractional shares to which such a shareholder may be
entitled) will include the period that the shareholder held the Equity
Fund shares exchanged therefor, provided that the shareholder held
such shares as a capital asset on the date of the exchange.
Equity Fund Proxy 7
<PAGE>
The Funds have not sought a tax ruling from the Internal Revenue Service as
to the tax consequences of the Reorganization, but will rely on the opinion
of counsel. Such an opinion is not binding on the Internal Revenue Service
and does not preclude the Internal Revenue Service from adopting a contrary
position.
Shareholders should note that prior to the Reorganization, the Equity Fund
may, to the extent permitted by law and consistent with the opinion to be
issued by Wilmer, Cutler & Pickering discussed above, dispose of some of
the securities in its portfolio and reinvest the proceeds in other
securities consistent with its investment objectives. In addition,
immediately before the Reorganization, the Equity Fund will declare and
distribute a dividend that will have the effect of distributing to the
Equity Fund shareholders all of the Equity Fund's previously undistributed
investment company taxable income and net realized capital gains. To the
extent that the Equity Fund disposes of securities in its portfolio before
the Reorganization, the Equity Fund may realize a greater amount of net
capital gains that would then be distributed to Equity Fund shareholders.
These distributions will be taxable to the Equity Fund shareholders. The
ability of either Fund to dispose of assets in connection with the
Reorganization is limited by federal tax requirements.
This discussion relates only to the general federal income tax consequences
of the Reorganization. Shareholders should consult their own tax advisers
concerning the tax consequences of the Reorganization to them, including
any state or local tax consequences of the Reorganization and any special
considerations that may apply in their individual circumstances.
EXPENSES OF THE REORGANIZATION
Expenses of the Reorganization, including legal and accounting expenses,
the costs of proxy solicitation, and the preparation of this Combined
Prospectus/Proxy Statement, will be borne 50% by Lord Abbett and 50% by the
Funds. If the Reorganization is completed, the expenses of the Equity Fund,
to the extent not paid before the Closing Date, will be assumed by the
Large-Cap Growth Fund and taken into account in determining the net assets
of the Equity Fund for the purpose of calculating the number of new Class A
shares to be issued to the Equity Fund.
CAPITALIZATION
The following table sets forth the capitalization of the Large-Cap Growth
Fund and the Equity Fund as of January 31, 2000, and the pro forma
capitalization of the Large-Cap Growth Fund as if the Reorganization had
occurred on that date. The net assets include an accrual for estimated
Reorganization expenses in the amount of $55,000, and a distribution of
undistributed income of $48,122, and undistributed, realized capital gains
of $2,096,446. The table reflects a pro forma exchange ratio of
approximately 2.6 Class A shares for each Equity Fund share. If the
Reorganization is completed, the actual exchange ratio may vary from this
ratio due to changes in the market value of the portfolio securities of
both the Large-Cap Growth Fund and the Equity Fund between January 31,
2000, and the Closing Date, and changes in the amounts of undistributed net
investment income and undistributed net realized gain/loss of the Large-Cap
Growth Fund and the Equity Fund during that period.
8 Equity Fund Proxy
<PAGE>
<TABLE>
===================================================================================================================
Large-Cap
Large-Cap Growth Fund
Growth Fund Equity Fund (pro forma
(unaudited) (unaudited) and unaudited)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A
- -------------------------------------------------------------------------------------------------------------------
Net Assets $1,121,215 $53,225,332 $54,346,547
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 10.31 26.61 10.31
- -------------------------------------------------------------------------------------------------------------------
Shares Outstanding 108,725 1,999,974 5,271,221
- -------------------------------------------------------------------------------------------------------------------
Class B
- -------------------------------------------------------------------------------------------------------------------
Net Assets 1,162 - 1,162
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 10.32 - 10.32
- -------------------------------------------------------------------------------------------------------------------
Shares Outstanding 112.545 - 112.545
- -------------------------------------------------------------------------------------------------------------------
Class C
- -------------------------------------------------------------------------------------------------------------------
Net Assets 1,163 - 1,163
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 10.32 - 10.32
- -------------------------------------------------------------------------------------------------------------------
Shares Outstanding 112.698 - 112.698
- -------------------------------------------------------------------------------------------------------------------
Class P
- -------------------------------------------------------------------------------------------------------------------
Net Assets 1,165 - 1,165
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 10.32 - 10.32
- -------------------------------------------------------------------------------------------------------------------
Shares Outstanding 112.866 - 112.866
- -------------------------------------------------------------------------------------------------------------------
Class Y
- -------------------------------------------------------------------------------------------------------------------
Net Assets 1,162 - 1,162
- -------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share 10.32 - 10.32
- -------------------------------------------------------------------------------------------------------------------
Shares Outstanding 112.620 - 112.620
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
COMPARATIVE INFORMATION ABOUT the
LARGE-CAP GROWTH FUND AND THE EQUITY FUND
MANAGEMENT
Lord Abbett is the investment adviser to both Funds. Founded in 1929, Lord
Abbett manages one of the nation's oldest mutual fund complexes, with
approximately $35 billion in more than 40 mutual fund portfolios and other
advisory accounts.
Under its Management Agreement, the Equity Fund pays Lord Abbett a monthly
fee based on average daily net assets for each month at the annual rate of
.65 of 1%. For the fiscal year ended May 31, 1999, the actual management
fee paid by the Equity Fund to Lord Abbett amounted to .65 of 1% of the
Equity Fund's average daily net assets. The Equity Fund pays all expenses
not expressly assumed by Lord Abbett, including, without limitation, 12b-1
Plan expenses, trustees' fees and expenses, association membership dues,
legal and auditing fees, taxes, transfer and dividend disbursing agent
fees, shareholder servicing costs, custody fees, fees for reviewing
compliance with Financial Security's insurance investment guidelines,
expenses relating to shareholder meetings, expenses of preparing, printing
and mailing shareholder reports, expenses of registering the Equity Fund's
shares under federal and state securities laws, insurance premiums,
including the annual fee paid to Financial Security for its guarantee, and
brokerage and other expenses relating to the execution of portfolio
transactions.
Equity Fund Proxy 9
<PAGE>
Lord Abbett uses a team of portfolio managers and analysts acting together
to manage the Equity Fund's investments. Robert G. Morris heads the team,
the other senior member of which is John J. Walsh. Both Mr. Morris and Mr.
Walsh are Partners of Lord Abbett and have been with the company for more
than five years.
Under its Management Agreement, the Large-Cap Growth Fund pays Lord Abbett
a monthly fee of .75 of 1% based on average daily net assets for each
month. In addition, the Large-Cap Growth Fund pays all expenses not
expressly assumed by Lord Abbett.
Stephen Humphrey serves as Executive Vice President and Portfolio Manager
of the Lord Abbett Large-Cap Growth Fund and is primarily responsible for
the day-to-day management of the Large-Cap Growth Fund. Mr. Humphrey joined
Lord Abbett in 1999; before that he was a Vice President and Portfolio
Manager at Chase Manhattan Bank (and its predecessors) from 1976 - 1999,
managing private accounts from 1981 and pooled investment funds from 1985.
HISTORICAL PERFORMANCE OF PORTFOLIO MANAGER
From March 17, 1997 until August 17, 1999, Mr. Humphrey was primarily
responsible for the day-to-day management of the Chase Vista Select Large
Cap Growth Fund, a separate series of the Mutual Fund Select Group, a
registered investment company. As the portfolio manager of this fund, Mr.
Humphrey had full discretionary authority over the selection of investments
for the fund. From the fund's inception on January 1, 1997 until March 17,
1997, a team of investment professionals at Chase Manhattan Bank, including
Mr. Humphrey, was responsible for the management of the fund's portfolio.
The cumulative total return for the Chase Vista Select Large Cap Growth
Fund from March 17, 1997 through July 31, 1999 was 109.01%. At July 31,
1999, this fund had $825.2 million in net assets. As shown in the table
below, average annual total returns for the one year period ended July 31,
1999 and for the period during which Mr. Humphrey managed that fund,
compared with the performance of the Standard & Poor's 500(R) Composite
Stock Price Index (the "S&P 500(R) Index") and the Lipper Large Cap Growth
Fund average, were:
<TABLE>
<CAPTION>
===================================================================================================================
Average Annual Total Returns
===================================================================================================================
Chase Vista Select Lipper Large Cap
Large Cap Growth Fund(a) S&P 500(R) Index(b) Growth Fund Average
===================================================================================================================
<S> > <C> <C> <C>
One Year Ending July 31, 1999 32.58% 20.20% 24.02%
===================================================================================================================
March 20, 1997
through July 31, 1999 36.59%(c) 27.05%(d) 29.41%(e)
===================================================================================================================
</TABLE>
(a) Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses.
(b) The S&P 500(R) Index is an unmanaged index of common stocks that is
considered to be generally representative of the United States stock
market. The Index is adjusted to reflect reinvestment of dividends.
(c) The average annual total return for the period from March 17, 1997 through
July 31, 1999 was 35.52%.
(d) This percentage represents the average annual return of the S&P 500(R)
Index during the period from March 20, 1997 through July 31, 1999 that Mr.
Humphrey managed the Chase Vista Select Large Cap Growth Fund.
(e) This percentage represents the average annual return of the Lipper Large
Cap Growth Fund average during the period from March 20, 1997 through July
31, 1999 that Mr. Humphrey managed the Chase Vista Select Large Cap Growth
Fund.
Historical performance is not indicative of future performance. Although
the Lord Abbett Large-Cap Growth Fund and the Chase Vista Select Large Cap
Growth Fund have substantially similar investment objectives, policies and
strategies, the Chase Vista Select Large Cap Growth Fund is a separate fund
and its historical performance is not indicative of the future performance
of the Lord Abbett Large-Cap Growth Fund. For the periods shown above, the
anticipated expenses of the Lord Abbett Large-Cap Growth Fund may have been
higher than
10 Equity Fund Proxy
<PAGE>
the expenses of the Chase Vista Select Large Cap Growth Fund. Higher
expenses, of course, would reduce a fund's performance. The Chase Vista
Select Large Cap Growth Fund was the only investment vehicle that Mr.
Humphrey managed during the period he was employed at Chase Manhattan Bank
that has or had substantially similar investment objectives, policies and
strategies as those of the Lord Abbett Large-Cap Growth Fund. Share prices
and investment returns will fluctuate reflecting market conditions, as well
as changes in company-specific fundamentals of portfolio securities.
PERFORMANCE OF THE EQUITY FUND
The bar chart and table below provide some indication of the risks of
investing in the Equity Fund by illustrating the variability of the Equity
Fund's returns. Each assumes reinvestment of dividends and distributions.
The Equity Fund's past performance is not necessarily an indication of how
the Equity Fund will perform in the future.
The bar chart shows changes in the performance of the Equity Fund's shares
from calendar year to calendar year. This chart does not reflect the sales
charges applicable to Equity Fund shares upon their original purchase in
1990. If the sales charges were reflected, returns would be less.
================================================================================
Bar Chart (per calendar year)
================================================================================
[GRAPHIC OMITTED]
1991 - 19.2%
1992 - 9.5%
1993 - 13.6%
1994 - 2.3%
1995 - 28.2%
1996 - 11.2%
1997 - 22.4%
1998 - 9.0%
1999 - 5.0%
Best Quarter 4th Q `98 14.1% Worst Quarter 3rd Q `98 -10.4%
================================================================================
The table below shows how the average annual total returns of the Equity
Fund's shares compare to those of a broad-based securities index, and two
more narrowly based indices that more closely reflect the market sectors in
which the Fund invests. The Equity Fund's returns reflect payment of the
maximum applicable sales charges.
<TABLE>
<CAPTION>
===================================================================================================================
Average Annual Total Returns Through December 31, 1999
===================================================================================================================
1 Year 5 Years Since Inception
<S> <C> <C> <C>
Equity Fund(1) -.70% 13.55% 12.32%
- -------------------------------------------------------------------------------------------------------------------
S&P 500(R)Index(2) 21.03% 28.54% 18.58%(5)
- -------------------------------------------------------------------------------------------------------------------
Lipper Balanced Target Maturity
Funds Average(3) 13.21% 14.39% 10.78%(5)
- -------------------------------------------------------------------------------------------------------------------
6 Month Certificate of Deposit(2)(3)(4) 5.59% 5.76% 5.41%(5)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The date of inception is 6/1/90.
(2) Performance for the unmanaged S&P 500(R)Index and the 6 month certificate
of deposit ("CD") does not reflect any fees or expenses. Such performance
is not necessarily representative of the Fund's performance.
(3) Source: Lipper, Inc.
(4) The Federal Deposit Insurance Corporation ("FDIC") insures CDs up to
$100,000.
(5) Represents total return for the period 5/31/90 - 12/31/99 to correspond
with the Equity Fund's inception date.
Equity Fund Proxy 11
<PAGE>
MANAGEMENT'S DISCUSSION OF EQUITY FUND'S
1999 FISCAL YEAR PERFORMANCE
Lord Abbett Equity Fund completed its most recent fiscal year on May 31,
1999. The Equity Fund's net asset value was $29.36 per share versus $26.66
per share on May 31, 1998. The Equity Fund's total return -- its percent
change in net asset value with all distributions reinvested -- for the
period was 10.17%.
U.S. stocks were subject to significant volatility during the first half of
your Fund's fiscal year. However, a more favorable environment developed
later in the period as investors' concerns regarding diminished corporate
earnings eased somewhat and low inflation and strong economic growth
continued in the U.S. In the early months of 1999, investor sentiment
continued to improve as Asian countries, which had been hit hard by
currency problems and fallout from the faltering Japanese economy, began to
recover. Japan's efforts to address its economic and banking system
problems have given support to other Pacific Rim economies and have
generated hope that the financial crises in that region may be nearing an
end.
The downturn in the market that occurred in the third quarter of 1998
created an opportunity for the Fund to establish and add to positions in
stocks that, in our opinion, became undervalued due to investor sentiment
rather than deteriorating company fundamentals. During the period,
positions the Equity Fund established or strengthened in
telecommunications, technology, and select financial services companies,
performed well. An increase in long-term interest rates, brought on by a
rise in commodity prices, resulted in markdowns on the Fund's electric
utility holdings.
Lord Abbett anticipates that the domestic economy will continue to grow in
1999, fueled in part by strong consumer spending. If recovery in Asia also
continues, a global economic expansion seems likely for 2000. In any event,
Lord Abbett expects to remain watchful of global inflationary pressures
(brought on by rising commodity prices and a tightening U.S. labor market),
interest rates, and valuations and volatility in the U.S. equity market.
Presently, Lord Abbett does not expect inflation to exceed our earlier
forecast of approximately 2-21 1/42% in 1999. Lord Abbett will continue to
seek out large-company stocks at attractive prices, and expect that some of
these values may be found in energy companies and in the cyclical
commodities sector, which includes aluminum and paper companies and
selected manufacturing companies.
12 Equity Fund Proxy
<PAGE>
Line Graph Comparison
Immediately below is a comparison of a $10,000 investment in Equity Fund
shares to the same investment in the S&P 500(R) Index, Lipper's Average of
Balanced Target Maturity Funds and the 6 month CD, assuming reinvestment of
all dividends and distributions.
- -------------------------------------------------------------------------------
[GRAPHIC OMITTED]
NAV MAX S&P 500 Lipper 6 Month CD
Balanced
10000 9450 - - -
10053 9500 10000 10000 10000
11979 11321 11176 11475 10762
13122 12400 12275 13047 11304
14900 14080 13697 14981 11692
15238 14400 14279 15243 12122
19534 18460 17158 17305 12859
21725 20530 22033 19416 13590
26593 25130 28519 21647 14375
28995 27400 37263 24962 15213
31079 29370 45099 26676 16020
===============================================================================
Average Annual Total Returns At Maximum Applicable
Sales Charge For The Periods Ending May 31, 1999
1 Year 5 Years 10 Years (or Life)
- ------------------------------------------------------------------------------
Equity Fund(5) 4.10% 14.60% 13.43%
- ------------------------------------------------------------------------------
(1) Reflects the deduction of the maximum initial sales charge of 5.50%.
(2) Performance for the unmanaged S&P 500(R)Index and the 6 month CD does not
reflect any fees or expenses. Such performance is not necessarily
representative of the Fund's performance.
(3) Source: Lipper, Inc.
(4) The FDIC insures CDs up to $100,000.
(5) This shows total return which is the percent change in value, after
deduction of the maximum initial sales charge of 5.50% applicable to Fund
shares, with all dividends and distributions reinvested for the periods
shown ending May 31, 1999 using the SEC-required uniform method to compute
total return. The inception date is 6/1/90.
Equity Fund Proxy 13
<PAGE>
FEES AND EXPENSES
The Equity Fund's Rule 12b-1 plan provides for payments to dealers through
Lord Abbett of service fees at an annual rate not to exceed .25% of the net
asset value of such shares, including any shares issued for reinvested
dividends and distributions. The Large-Cap Growth Fund has a Rule 12b-1
plan for Class A that provides for distribution and service fees of up to
.35% annually (plus distribution fees of up to 1% on certain qualifying
purchases).
As shown above under Fee Table on page 2, the pro forma expense ratio for
the Class A shares of the Large-Cap Growth Fund for the current fiscal year
is estimated to be 1.45%, compared to an expense ratio for the fiscal year
ended May 31, 1999 of 1.35% for the Equity Fund. This expense ratio for the
Equity Fund includes expenses of .19% related to the guarantee provided by
Financial Security. After May 31, 2000, the Equity Fund no longer will pay
those expenses.
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
Although both Funds invest primarily in equity securities of large,
established companies, they have different investment objectives and
strategies.
The investment objective of the Equity Fund is long-term growth of capital
and income without excessive fluctuations in market value. In contrast, the
investment objective of the Large-Cap Growth Fund is long-term capital
growth.
Investments in the Equity Fund are insured by Financial Security, which
guarantees that the net asset value of each initially purchased share will
not be less than $10 on May 31, 2000 if certain conditions are met. The
Large-Cap Growth Fund has not purchased an insurance policy similar to the
one owned by the Equity Fund and does not intend to do so in the future.
Under normal circumstances, at least 65% of the Equity Fund's net assets is
invested in equity securities, although, under Financial Security's
investment guidelines, due to market conditions, the Equity Fund may be
required to invest more than 35% of its net assets in U.S. Government
securities. In addition, under Financial Security's insurance investment
guidelines, the Equity Fund may be required to invest a portion of its
assets in short-term debt securities, which could reduce the benefit from
any upswing in the equity market and prevent the Equity Fund from achieving
its investment objective. Currently, approximately 20% of the Equity Fund's
assets are invested in U.S. Government securities. Under normal
circumstances, the Large-Cap Growth Fund invests at least 65% of its total
assets in equity securities of large, established companies with market
capitalizations of at least $8 billion. The Large-Cap Growth Fund is not
subject to the stringent insurance investment guidelines imposed on the
Equity Fund and does not anticipate investing any of its assets in U.S.
Government securities except for temporary investment purposes.
Typically, in choosing stocks, the Equity Fund looks for companies using a
three-step process, which is different from the Large-Cap Growth Fund's
investment approach:
o Quantitative research is performed on a universe of large, seasoned,
U.S. and multinational companies to identify which stocks the Equity
Fund believes represent the best bargains;
o Fundamental research is conducted to assess a company's operating
environment, resources and strategic plans and to determine its
prospects for exceeding the earnings expectations reflected in its
stock price;
o Business cycle analysis is used to assess the economic and
interest-rate sensitivity of the Equity Fund's portfolio, helping the
Fund assess how adding or deleting stocks changes its portfolio's
overall sensitivity to economic activity and interest rates.
14 Equity Fund Proxy
<PAGE>
The Equity Fund is intended for long-term investors who purchased shares
and might redeem shares to meet their own financial requirements rather
than to take advantage of price fluctuations. The Equity Fund believes the
needs of such investors will best be served by an investment that exhibits
growth, characterized by as few fluctuations in market value as possible.
For this reason, the Equity Fund tries to keep its assets invested in
securities that are selling at reasonable prices in relation to value and,
thus, will forgo some opportunities for gains when, in its judgment, they
are too risky.
To identify attractive companies for investment, the Large-Cap Growth Fund
uses a bottom up investment research approach that seeks to identify
individual companies with expected earnings growth potential and
consistency that may not be recognized by the market at large. This
approach, different from that of the Equity Fund, is based on the following
steps:
o Identifying large-capitalization companies with at least a 10%
consistent, sustainable growth rate;
o Focusing on those companies demonstrating a positive historical
performance as well as favorable earnings prospects for the future;
o Focusing on companies also demonstrating successful strategic business
plan selection, strategy and execution, reflecting strong management
leadership; and
o Focusing on companies demonstrating leadership positions within their
industries.
OTHER INVESTMENT TECHNIQUES
The Funds use similar investment techniques, although there are some
differences in the techniques used by each Fund. The techniques, and the
differences, are summarized below.
Adjusting Investment Exposure. Both Funds may, but are not required to, use
various strategies to change their investment exposure to adjust to
changing security prices, interest rates, currency exchange rates,
commodity prices and other factors. The Funds may use these transactions to
change the risk and return characteristics of their portfolios. If they
judge market conditions incorrectly or use a strategy that does not
correlate well with their investments, it could result in a loss, even if
the Fund intended to lessen risk or enhance returns. These transactions may
involve a small investment of cash compared to the magnitude of the risk
assumed and could produce disproportionate gains or losses. Also, these
strategies could result in losses if the counterparty to a transaction does
not perform as promised.
Diversification. Although each Fund is diversified, the Equity Fund's
investment policy requires a greater degree of diversification. The Equity
Fund will not purchase a security if, as a result, more than 5% of the
Fund's total assets would be invested in securities of a single issuer, or
the Fund would own more than 10% of the outstanding voting securities of
the issuer. U.S. Government securities are not subject to these
requirements. The Large-Cap Growth Fund has similar diversification
requirements, but they apply only to 75% of its assets. This means that the
Large-Cap Growth Fund may invest 25% of its assets in securities of a
single issuer, which could result in greater volatility.
Futures Contracts, Options on Futures Contracts, and Options Transactions.
The Funds differ in their use of futures contracts, options on futures
contracts, and options transactions.
Both Funds may only sell (write) covered call options. This means that the
Funds may only sell call options on securities that they own. A call option
on securities gives the buyer, in return for a premium paid, the right for
a specified period of time to buy the securities subject to the option at a
specified price (the exercise price). The writer of a call option, in
return for the premium, has the obligation, upon exercise of the option, to
deliver, depending upon the terms of the option contract, the underlying
securities to the buyer upon receipt of the
Equity Fund Proxy 15
<PAGE>
exercise price. When a Fund writes a call option, it gives up the potential
for gain on the underlying securities in excess of the exercise price of
the option during the period that the option is open.
Options on stock indices are similar to options on equity securities except
that, rather than the right to take or make delivery of stock at a
specified price, an option on a stock index gives the holder the right, in
return for a premium paid, to receive, upon exercise of the option, an
amount of cash if the closing level of the stock 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. The writer of an index
option, in return for a premium, is obligated to pay the amount of cash due
upon exercise of the option.
Each Fund may write put options on equity securities or stock indices that
are traded on national securities exchanges. A put option gives the buyer
of the option the right to sell, and the seller of the option the
obligation to buy, the underlying instrument during the option period. The
Large-Cap Growth Fund may write only covered put options to the extent that
cover for such options does not exceed 15% of the Fund's net assets,
whereas the limitation applicable to the Equity Fund is 10%. The Large-Cap
Growth Fund will not purchase an option if, as a result of such purchase,
more than 10% of its total assets would be invested in premiums for such
options.
The Large-Cap Growth Fund may buy and sell futures contracts, and options
on futures contracts. A financial futures transaction is the purchase or
sale of an exchange-traded contract to buy or sell a specified financial
instrument or index at a specific future date and price. The Fund will not
enter into any futures contracts, or options thereon, if the aggregate
market value of the securities covered by futures contracts plus options on
such financial futures exceeds 50% of its total assets.
A Fund's transactions, if any, in futures, options on futures and other
options involve additional risk of loss. Loss may result from a lack of
correlation between changes in the value of these derivative instruments
and the Fund's assets being hedged, the potential illiquidity of the
markets for derivative instruments, or the risks arising from margin
requirements and related leverage factors associated with such
transactions. The use of these investment techniques also involves the risk
of loss if Lord Abbett is incorrect in its expectation of fluctuations in
securities prices. In addition, the loss that may be incurred by the
Large-Cap Growth Fund in entering into futures contracts and in writing
call options on futures is potentially unlimited and may exceed the amount
of the premium received.
Investments in Illiquid Securities. Both Funds may invest in illiquid
securities, which include securities 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 a Fund would like. The Equity Fund
may invest up to 10% of its assets in illiquid securities. In addition,
this policy is fundamental, which means that it may be changed only by a
vote of shareholders. The Large-Cap Growth Fund may invest up to 15% of its
assets in illiquid securities. The Large-Cap Growth Fund policy is not
fundamental and may be changed by its Board of Trustees, without a
shareholder vote.
Portfolio Securities Lending. Both Funds may lend securities to
broker-dealers and financial institutions, as a means of earning income.
This practice could result in a loss or delay in recovering a Fund's
securities if the borrower defaults. The Funds limit their loans to no more
than 5% of their gross assets. All loans are fully collateralized.
SHAREHOLDER RIGHTS
The rights of the Equity Fund shareholders will not change in an adverse
way as a result of the Reorganization. After the Reorganization, the rights
of the former shareholders of the Equity Fund (new Class A shareholders of
the Large-Cap Growth Fund) will be governed by the Large-Cap Growth Fund's
Declaration of Trust, By-Laws and applicable Delaware law, rather than by
the Equity Fund's Declaration of Trust and By-Laws and applicable
Massachusetts law. The operations of the Large-Cap Growth Fund will
continue to be subject to the provisions of the Investment Company Act and
the rules and regulations of the Commission thereunder.
16 Equity Fund Proxy
<PAGE>
The current Boards of Trustees of the Funds are comprised of the same
individuals. The responsibilities, powers and fiduciary duties of the
trustees of the Funds are substantially the same. Each Fund's Declaration
of Trust provides for indemnification of the trustees for actual or
threatened liabilities arising out of the trustees' service in their
capacity as trustees of the Fund, except with respect to any matter as to
which a trustee has been adjudicated as to have not been acting in good
faith in the reasonable belief that his or her action was in the best
interest of the Fund or any securities thereof. Shareholders of the Funds
may remove trustees by a vote of two-thirds of the eligible shares.
Neither the Equity Fund nor the Large-Cap Growth Fund regularly holds
shareholder meetings. The Declaration of Trust of each Fund provides that a
meeting of shareholders will be held upon the written request of holders of
at least 25% of votes entitled to be cast.
The foregoing is only a summary of certain rights of the shareholders of
the Equity Fund and of the rights these shareholders will have following
the Reorganization as holders of new Class A shares of the Large-Cap Growth
Fund. It is not a complete description of the Declarations of Trust or the
By-Laws of the Funds, or the applicable Delaware or Massachusetts law.
Shareholders desiring additional information about those documents and
provisions of law should refer to such documents and provisions.
ADDITIONAL INFORMATION
This Combined Prospectus/Proxy Statement is being furnished in connection
with the solicitation of proxies by the Equity Fund's Board of Trustees in
connection with the meeting of shareholders. It is expected that the
solicitation of proxies will be primarily by mail. Officers and service
contractors of the Equity Fund also may solicit proxies by telephone,
facsimile or personal interview. Authorizations for another person to
execute proxies may be obtained by telephonic or electronically transmitted
instructions in accordance with procedures designed to authenticate the
shareholder's identity. In all cases where a telephonic proxy is solicited,
the shareholder will be asked to provide his or her address, Social
Security Number (in the case of an individual) or taxpayer identification
number (in the case of an entity) and the number of shares owned and to
confirm that the shareholder has received the Combined Prospectus/Proxy
Statement and proxy card in the mail. Within 72 hours of receiving a
shareholder's telephonic or electronically transmitted voting instructions,
a confirmation will be sent to the shareholder to ensure that the vote has
been taken in accordance with the shareholder's instructions and to provide
a telephone number to call immediately if the shareholder's instructions
are not correctly reflected in the confirmation. Shareholders requiring
further information as to telephonic or electronically transmitted voting
instructions or the proxy generally should contact the Equity Fund
toll-free at 1-800-426-1130. Any shareholder giving a proxy may revoke it
at any time before it is exercised by submitting to the Equity Fund the
written notice of revocation or subsequently executed proxy, or by
attending the meeting and voting in person.
As of the Record Date, there were 1,920,729.50 outstanding shares of the
Equity Fund and 1,590,781.83 outstanding shares of the Large-Cap Growth
Fund. As of the Record Date, the officers and trustees of the Funds
beneficially owned as a group less than 1% of the outstanding shares of
each of the Equity Fund and the Large-Cap Growth Fund. To the best
knowledge of the Board of Trustees of the Equity Fund, as of the Record
Date, other than as set forth below, no shareholder or group (as that term
is used in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act)) owned beneficially or of record more than 5% of the
outstanding shares of the Equity Fund.
Equity Fund Proxy 17
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================
Record Owner Address Percent of Equity Pro Forma Percentage
Fund Owned on of Large-Cap Growth Fund
Record Date Owned on Consummation
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Edward 201 Progress Pkwy.
Jones & Co. Maryland Hts, MO 63043-3009 14.19% 22.98%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
To the best knowledge of the Board of Trustees of the Large-Cap Growth
Fund, as of the Record Date, other than as set forth below, no shareholder
or group (as that term is used in Section 13(d) of the Exchange Act) owned
beneficially or of record more than 5% of the outstanding shares of any
class of the Large-Cap Growth Fund.
<TABLE>
<CAPTION>
===================================================================================================================
Pro Forma
Percent of Percentage of
Percent Large-Cap Large-Cap
Class of of Class Growth Fund Growth Fund
Record Shares Owned on Owned on Owned on
Owner Address Owned Record Date Record Date Consummation
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward 201 Progress Pkwy.
Jones & Co. Maryland Hts, MO 63043-3009 A 60.43% 47.23% 22.98%
- -------------------------------------------------------------------------------------------------------------------
Lord, Abbett 90 Hudson Street
& Co. Jersey City, NJ 07302-3973 A 8.01% 6.26% 1.66%
- -------------------------------------------------------------------------------------------------------------------
Edward 201 Progress Pkwy.
Jones & Co. Maryland Hts, MO 63043-3009 B 27.54% 4.20% 1.12%
- -------------------------------------------------------------------------------------------------------------------
MLPF & S 4800 Deer Lake Drive
Jacksonville, FL 32246-6484 B 15.26% 2.33% 0.62%
- -------------------------------------------------------------------------------------------------------------------
Edward 201 Progress Pkwy.
Jones & Co. Maryland Hts, MO 63043-3009 C 29.94% 1.96% 0.52%
- -------------------------------------------------------------------------------------------------------------------
Inv. Fiduciary 40 Alan Drive
Trust Co. Oxford, AL 36203-4117 C 5.44% 0.36% 0.09%
- -------------------------------------------------------------------------------------------------------------------
Donaldson, Lufkin
& Jenrette Securities P.O. Box 2052
Corp., Inc. Jersey City, NJ 07303-2052 C 22.95% 1.51% 0.40%
- -------------------------------------------------------------------------------------------------------------------
Dain Rausher, Inc. 65 Mechanic Street
FBO Donald Rothman Red Bank, NJ 07701-1852 C 7.05% 0.46% 0.12%
- -------------------------------------------------------------------------------------------------------------------
Lord, Abbett 90 Hudson Street
& Co. Jersey City, NJ 07302-3973 P 86.60% 0.01% 0.00%
- -------------------------------------------------------------------------------------------------------------------
Lord, Abbett 90 Hudson Street
& Co. Jersey City, NJ 07302-3973 Y 88.79% 0.01% 0.00%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Equity Fund shareholders are not entitled to any rights of share appraisal
under the Equity Fund's Declaration of Trust or By-laws, or under the laws
of the Commonwealth of Massachusetts, in connection with the
Reorganization. Shareholders have, however, the right to redeem from the
Equity Fund their shares at net asset value until the Closing Date.
Thereafter, shareholders may redeem the Class A shares of the Large-Cap
Growth Fund acquired by them in the Reorganization at the net asset value
of such Class A shares.
The Equity Fund and the Large-Cap Growth Fund each are subject to the
information requirements of the Investment Company Act, and accordingly
file reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements, and other
information filed by such entities can be inspected and copied at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. Copies of such material can also be obtained by mail from
the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, Washington, D.C. 20549, at
prescribed rates.
18 Equity Fund Proxy
<PAGE>
APPENDIX
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 31st day of March, 2000, by and between Lord Abbett Large-Cap Growth
Fund (the "Acquiring Fund"), a Delaware business trust, and Lord Abbett
Equity Fund (the "Acquired Fund"), a Massachusetts business trust.
WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, the reorganization (the "Reorganization") will consist of the
transfer of all of the assets of the Acquired Fund in exchange for Class A
shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund
Class A Shares" and each an "Acquiring Fund Class A Share") and the
assumption by the Acquiring Fund of all of the liabilities of the Acquired
Fund and the distribution, on or after the Closing Date herein referred to,
of Acquiring Fund Class A Shares to the shareholders of the Acquired Fund
in termination of the Acquired Fund, all upon the terms and conditions
hereinafter set forth in this Agreement;
WHEREAS, the Acquiring Fund and the Acquired Fund are open-end, registered
investment companies of the management type;
WHEREAS, the Acquired Fund owns securities that generally are of the
character in which the Acquiring Fund is permitted to invest;
WHEREAS, the Board of Trustees, including a majority of the Trustees who
are not "interested persons" (as defined under the Investment Company Act
of 1940 (Investment Company Act)), of the Acquired Fund has determined that
the Reorganization is in the best interests of the Acquired Fund's
shareholders and that the interests of the existing shareholders of the
Acquired Fund will not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees who
are not "interested persons" (as defined under the Investment Company Act)
of the Acquiring Fund, has determined that the Reorganization is in the
best interests of the Acquiring Fund's shareholders and that the interests
of the existing shareholders of the Acquiring Fund will not be diluted as a
result of this transaction;
NOW THEREFORE, in consideration of the premises and of the agreements
hereinafter set forth, the parties hereto agree as follows:
1. REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Acquired
Fund will transfer its assets as set forth in paragraph 1.2 to the
Acquiring Fund, and the Acquiring Fund will in exchange therefor (i)
deliver to the Acquired Fund the number of Acquiring Fund Class A
Shares, including fractional Acquiring Fund Class A Shares, determined
by dividing the net value of the Acquired Fund's assets so transferred
computed in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Acquiring Fund Class A
Share, computed in the manner and as of the time and date set forth in
paragraph 2.2; and (ii) assume all of the liabilities of the Acquired
Fund. Such transactions shall take place at the closing provided for
in paragraph 3.1 (the "Closing").
1.2 (a) The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all of its property, including, without
limitation, all cash, securities and dividends or interest
receivables and any deferred or prepaid expenses shown as an
asset on the books of the Acquired Fund on the closing date
provided in paragraph 3.1 (the "Closing Date").
Appendix A1
<PAGE>
(b) The Acquiring Fund has a list of all of the Acquired Fund's
assets as of the date of execution of this Agreement. The
Acquired Fund has a statement of the Acquiring Fund's investment
objectives, policies and restrictions. The Acquired Fund reserves
the right to sell any of its securities but will not, without the
prior approval of the Acquiring Fund, acquire any additional
securities other than securities of the type in which the
Acquiring Fund is permitted to invest. The Acquiring Fund will,
within a reasonable time before the Closing Date, furnish the
Acquired Fund with a list of the securities, if any, on the
Acquired Fund's list referred to in the first sentence of this
paragraph that do not conform to the Acquiring Fund's investment
objectives, policies and restrictions. In the event that the
Acquired Fund holds any investments that the Acquiring Fund may
not hold, the Acquired Fund will dispose of such securities
before the Closing Date. In addition, if it is determined that
the portfolios of the Acquired Fund and the Acquiring Fund, when
aggregated, would contain investments exceeding certain
percentage limitations imposed upon the Acquiring Fund with
respect to such investments, the Acquired Fund, if requested by
the Acquiring Fund, will dispose of and/or reinvest a sufficient
amount of such investments as may be necessary to avoid violating
such limitations as of the Closing Date.
1.3 As provided in paragraph 3.4, on or as soon after the Closing Date as
is practicable, the Acquired Fund will distribute pro rata to the
Acquired Fund's shareholders of record determined as of the close of
business on the Closing Date, the Acquiring Fund Class A Shares it
receives pursuant to paragraph 1.1. Such distribution will be
accomplished by establishing Acquiring Fund shareholder accounts in
the names of each Acquired Fund shareholder, representing the
respective pro rata number of full and fractional Acquiring Fund Class
A Shares due each shareholder. All issued and outstanding shares of
the Acquired Fund will simultaneously be canceled on the books of the
Acquired Fund. The Acquiring Fund shall not issue certificates
representing the Acquiring Fund Class A Shares in connection with such
exchange.
1.4 Any transfer taxes payable upon issuance of Acquiring Fund Class A
Shares in a name other than the registered holder of the shares of the
Acquired Fund on the books of the Acquired Fund as of that time shall,
as a condition of such issuance and transfer, be paid by the person to
whom such Acquiring Fund Class A Shares are to be issued and
transferred.
1.5 The Acquired Fund shall, following the Closing Date and the making of
all distributions pursuant to paragraph 1.3, be terminated by a
majority of the Acquired Fund's Trustees' executing an instrument
pursuant to Section 5.4 of the Declaration and Agreement of Trust of
the Acquired Fund terminating the Acquired Fund. Any reporting
responsibility of the Acquired Fund is and shall remain the
responsibility of the Acquired Fund up to and including the Closing
Date and following the termination of the Acquired Fund.
2. VALUATION
2.1 The net value of the Acquired Fund's assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets, less the
Acquired Fund's liabilities assumed by the Acquiring Fund, computed as
of the close of regular trading on the New York Stock Exchange, Inc.
(the "NYSE") on the Closing Date (such time and date being hereinafter
called the "Valuation Time"), using the valuation procedures set forth
in the Acquiring Fund's Declaration and Agreement of Trust.
2.2 The net asset value of one Acquiring Fund Class A Share shall be the
net asset value per share computed as of the close of regular trading
on the NYSE on the Valuation Time, using the valuation procedures set
forth in the Acquiring Fund's Declaration and Agreement of Trust.
A2 Appendix
<PAGE>
2.3 All computations of value shall be made by the Acquiring Fund and the
Acquired Fund in accordance with the regular practice of the Acquiring
Fund.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be May 31, 2000, or such other date as the
parties may agree to in writing. All acts taking place at the Closing
shall be deemed to take place simultaneously as of the close of
business on the Closing Date unless otherwise provided. The Closing
shall be held as of 5:00 p.m. at 90 Hudson Street, Jersey City, New
Jersey, or at such other time and/or place as the parties may agree.
3.2 In the event that on the Valuation Time (a) the NYSE or another
primary trading market for portfolio securities of the Acquiring Fund
or the Acquired Fund shall be closed to trading or trading thereon
shall be restricted or (b) trading or the reporting of trading on the
NYSE or elsewhere shall be disrupted so that accurate appraisal of the
value of the net assets of the Acquiring Fund or the Acquired Fund is
impracticable, the Closing Date shall be postponed until the first
business day after the day when trading shall have been fully resumed
and reporting shall have been restored.
3.3 At the Closing, the Acquired Fund shall direct its custodian to
deliver to the custodian of the Acquiring Fund, for the Acquiring
Fund's account, all of its portfolio securities and other assets held
by such custodian for the Acquired Fund's account, duly endorsed in
proper form for transfer as appropriate, in such condition as to
constitute good delivery thereof in accordance with the custom of the
Acquiring Fund's custodian, and shall be accompanied by all necessary
federal and state stock transfer stamps or a check for the appropriate
purchase price thereof.
3.4 The Acquired Fund shall direct its transfer agent to deliver to the
transfer agent of the Acquiring Fund on the Closing Date a list of the
names and addresses of the Acquired Fund's shareholders and the number
of outstanding shares owned by each such shareholder immediately
before the Closing. The Acquiring Fund shall direct its transfer agent
to issue and deliver a confirmation evidencing the Acquiring Fund
Class A Shares to be credited to the Acquired Fund's account on the
Closing Date to the transfer agent of the Acquired Fund, or provide
evidence satisfactory to the Acquired Fund that such Acquiring Fund
Class A Shares have been credited to the Acquired Fund's account on
the books of the Acquiring Fund. At the Closing, each party shall
deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts, assumption agreements or other
documents as such other party or its counsel may reasonably request.
4. REPRESENTATION AND WARRANTIES
4.1 The Acquired Fund represents and warrants to the Acquiring Fund as
follows:
(a) The Acquired Fund is a registered investment company classified
as a management company of the open-end type, and its
registration with the Securities and Exchange Commission (the
"Commission") as an investment company under the Investment
Company Act is in full force and effect.
(b) The Acquired Fund is duly organized, validly existing and in good
standing under the laws of the State of Massachusetts and has the
power to own all of its properties and assets and to carry out
this Agreement.
(c) The current prospectus and statement of additional information of
the Acquired Fund conform (and any prospectus or statement of
additional information of the Acquired Fund issued before the
Closing Date will conform) in all material respects to the
applicable requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the Investment Company Act and the
rules and
Appendix A3
<PAGE>
regulations of the Commission thereunder and do not (and will
not) include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were (and will be) made, not
materially misleading.
(d) The Acquired Fund is not, and the execution, delivery and
performance of this Agreement will not result in, a material
violation of its Declaration and Agreement of Trust or By-laws or
of any agreement, instrument, contract or other undertaking to
which the Acquired Fund is a party or by which it is bound.
(e) The Acquired Fund has no material contracts or other commitments
that will be terminated with liability to the Acquired Fund on,
before or after the Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquiring Fund, no litigation or administrative proceeding or
investigation before any court or governmental body is presently
pending or to its knowledge threatened against the Acquired Fund
or any of the Acquired Fund's properties or assets that if
adversely determined would materially and adversely affect the
financial condition of the Acquired Fund or the conduct of the
Acquired Fund's business. The Acquired Fund knows of no facts
that might form the basis of the institution of such a proceeding
and is not party to or subject to the provisions of any order,
decree or judgment of any court or governmental body that
materially and adversely affects the business of the Acquired
Fund or the ability of the Acquired Fund to consummate the
transactions contemplated herein.
(g) True and correct copies of the Acquired Fund's (i) Statement of
Net Assets as at May 31, 1999 and (ii) Statements of Operations
and Changes in Net Assets for the 12-month period then ended,
including the accompanying notes, have been furnished to the
Acquiring Fund. Such Statement of Net Assets and such Statements
of Operations and Changes in Net Assets (and the accompanying
notes) have been audited by Deloitte & Touche LLP, independent
certified public accountants. Such statements have been prepared
in accordance with generally accepted accounting principles
consistently applied, and such statements fairly reflect the
financial condition and the operations and changes in net assets
of the Acquired Fund as of such date and for such period,
respectively. There are no known contingent liabilities of the
Acquired Fund as of such date required to be reflected or
disclosed in such Statement of Net Assets or notes in accordance
with generally accepted accounting principles that are not so
reflected or disclosed.
(h) Since May 31, 1999, there has not been any material adverse
change in the Acquired Fund's financial condition, assets,
liabilities or business other than changes occurring in the
ordinary course of business, or any incurrence by the Acquired
Fund of indebtedness maturing more than one year from the date
such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund.
(i) The Acquired Fund will file its final federal and other tax
returns for the period ending on the Closing Date in accordance
with the Code. At the Closing Date, all federal and other tax
returns and reports of the Acquired Fund required by law to have
been filed before the Closing Date shall have been filed, and all
federal and other taxes shown as due on such returns shall have
been paid, or provision shall have been made for the payment
thereof, and to the best of the Acquired Fund's knowledge, no
such return is currently under audit and no assessment has been
asserted with respect to such returns.
A4 Appendix
<PAGE>
(j) For the most recent fiscal year of its operation, the Acquired
Fund has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company.
(k) All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable. All of the issued and
outstanding shares of the Acquired Fund will, at the time of
Closing, be held of record by the persons and in the amounts set
forth in the records of the transfer agent as provided in
paragraph 3.4. The Acquired Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase
any shares of the Acquired Fund, nor is there outstanding any
security convertible into any shares of the Acquired Fund.
(l) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the Acquiring
Fund pursuant to paragraph 1.1 and full right, power and
authority to sell, assign, transfer and deliver such assets
hereunder and, upon delivery and payment for such assets, the
Acquiring Fund will acquire good and marketable title thereto,
subject to no restrictions on the full transfer thereof,
including such restrictions as might arise under the Securities
Act, other than as disclosed to the Acquiring Fund before the
date hereof.
(m) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of
Acquired Fund's Trustees, and subject to the due approval of the
Acquired Fund's shareholders, this Agreement, assuming due
authorization, execution and delivery by the Acquiring Fund,
constitutes a valid and binding obligation of the Acquired Fund
on behalf of the Acquired Fund, enforceable in accordance with
its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles. The
Acquired Fund's Board of Trustees has called a meeting of the
Acquired Fund's shareholders at which the shareholders of the
Acquired Fund are to consider and act upon this Agreement.
(n) The information furnished and to be furnished by the Acquired
Fund for use in registration statements, proxy materials and
other documents that may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete
in all material respects and shall comply in all material
respects with federal securities and other laws and regulations
thereunder applicable thereto.
(o) The combined prospectus and proxy statement (the "N-14 prospectus
and proxy statement") and the related statement of additional
information included in the Registration Statement on Form N-14
of the Acquiring Fund (the "N-14 Registration Statement") did not
on the effective date of the N-14 Registration Statement contain
any untrue statement of a material fact relating to the Acquired
Fund or the meeting of the Acquired Fund shareholders referred to
therein or omit to state a material fact required to be stated
therein or necessary to make the statements therein relating to
the Acquired Fund or such special meeting, in light of the
circumstances under which such statements were made, not
materially misleading.
(p) The Acquiring Fund Class A Shares to be issued to the Acquired
Fund hereunder are not being acquired for the purpose of making
any distribution thereof other than in accordance with the terms
of this Agreement.
4.2 The Acquiring Fund represents and warrants to the Acquired Fund as
follows:
(a) The Acquiring Fund is a registered investment company classified
as a management company of
Appendix A5
<PAGE>
the open-end type, and its registration with the Commission as an
investment company under the Investment Company Act is in full
force and effect.
(b) The Acquiring Fund is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
power to own all of its properties and assets and to carry out
this Agreement.
(c) The current prospectus and statement of additional information of
the Acquiring Fund conform (and any prospectus or statement of
additional information of the Acquiring Fund issued before the
Closing Date will conform) in all material respects to the
applicable requirements of the Securities Act and the Investment
Company Act and the rules and regulations of the Commission
thereunder and do not (and will not) include any untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were (or will be)
made, not materially misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result in, a material
violation of its Declaration and Agreement of Trust or By-laws or
of any agreement, instrument, contract or other undertaking to
which the Acquiring Fund is a party or by which it is bound.
(e) The Acquiring Fund has no material contracts or other commitments
that will be terminated with liability to the Acquiring Fund on,
before or after the Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquired Fund, no litigation or administrative proceeding or
investigation before any court or governmental body is presently
pending or to its knowledge threatened against the Acquiring Fund
or any of the Acquiring Fund's properties or assets that, if
adversely determined, would materially and adversely affect its
financial condition or the conduct of its business. The Acquiring
Fund knows of no facts that might form the basis of the
institution of such a proceeding and is not party to or subject
to the provisions of any order, decree or judgment of any court
or governmental body that materially and adversely affects its
business or its ability to consummate the transactions
contemplated herein.
(g) True and correct copies of the Acquiring Fund's Statement of Net
Assets as at December 14, 1999 including the accompanying notes,
have been furnished to the Acquired Fund. Such Statement of Net
Assets (and the accompanying notes) have been audited by Deloitte
& Touche LLP, independent certified public accountants. Such
statements have been prepared in accordance with generally
accepted accounting principles consistently applied, and such
statements fairly reflect the financial condition and the
operations and changes in net assets of the Acquiring Fund as of
such date and for such period, respectively. There are no known
contingent liabilities of the Acquiring Fund as of such date
required to be reflected or disclosed in such Statements of Net
Assets or notes in accordance with generally accepted accounting
principles that are not so reflected or disclosed.
(h) Since December 14, there has not been any material adverse change
in the Acquiring Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course
of business, or any incurrence by the Acquiring Fund of
indebtedness maturing more than one year from the date such
indebtedness was incurred, except as otherwise disclosed to and
accepted by the Acquired Fund.
(i) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed
before the Closing Date shall have been filed, and all federal
and other taxes
A6 Appendix
<PAGE>
shown as due on such returns and reports shall have been paid, or
provision shall have been made for the payment thereof, and to
the best of the Acquiring Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with
respect to such returns.
(j) The Acquiring Fund intends to meet the requirements of Subchapter
M of the Code for qualification and treatment as a regulated
investment company.
(k) All issued and outstanding shares of the Acquiring Fund are, and
at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable, with no personal
liability attaching to the ownership thereof. The Acquiring Fund
does not have outstanding any options, warrants or other rights
to subscribe for or purchase any shares of the Acquiring Fund,
nor is there outstanding any security convertible into shares of
the Acquiring Fund.
(l) At the Closing Date, the Acquiring Fund will have good and
marketable title to the Acquiring Fund's assets.
(m) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the
Acquiring Fund's Board of Trustees, and assuming due
authorization, execution and delivery by the Acquired Fund, this
Agreement constitutes a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors'
rights and to general equity principles.
(n) The N-14 Registration Statement (except insofar as it relates to
the Acquired Fund or the special meeting of its shareholders
referred to therein) did not on the effective date of the N-14
Registration Statement contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which such statements were made, not
materially misleading.
(o) The Acquiring Fund Class A Shares to be issued and delivered to
the Acquired Fund pursuant to the terms of this Agreement have
been duly authorized by the Board of Trustees of the Acquiring
Fund, and, when issued and delivered at the Closing in accordance
with this Agreement, will be duly and validly issued Acquiring
Fund Class A Shares and will be fully paid and non-assessable
with no personal liability attaching to the ownership thereof.
(p) The Board of Trustees of the Acquiring Fund has duly adopted a
resolution (a copy of which has been furnished to the Acquired
Fund) authorizing the issuance of Acquiring Fund Class A Shares
pursuant to this Agreement.
5. COVENANTS
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the
Closing Date. It is understood that such ordinary course of business
will include the declaration and payment of customary dividends and
distributions and any other dividends and distributions deemed
advisable.
5.2 The parties intend that the Reorganization contemplated by this
Agreement qualify as a reorganization pursuant to section 368(a)(1)(C)
of the Code, and will comply with the recordkeeping and reporting
requirements set forth in section 1.368-3 of the Treasury Regulations.
5.3 At or after the Closing, the Acquired Fund will deliver or otherwise
make available to the Acquiring Fund a statement of the Acquired
Fund's assets and liabilities, together with a list of the Acquired
Fund's port-
Appendix A7
<PAGE>
folio securities showing the tax costs of such securities to it and
the holding periods of such securities, as of the Closing Date.
5.4 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Acquired Fund's shares.
5.5 Subject to the provisions of this Agreement, the Acquired Fund and the
Acquiring Fund each will take, or cause to be taken, all action, and
do or cause to be done all things, reasonably necessary, proper or
advisable to consummate and make effective the transactions
contemplated by this Agreement.
5.6 Before the Closing Date, the Board of Trustees of the Acquired Fund
will declare such dividends and distributions, payable no later than
the earlier to occur of (a) 90 days after the Closing Date, or (b) the
date the first regular dividend payment is made by the Acquiring Fund
after the Closing Date, to shareholders of record of the Acquired Fund
as of the Closing Date, which, together with all such previous
dividends and distributions, shall have the effect of distributing to
the shareholders of the Acquired Fund all of the investment company
taxable income of the Acquired Fund for all taxable years ending on or
before the Closing Date. The dividends and distributions declared by
the Acquired Fund shall also include all of the Acquired Fund's net
capital gain realized in all taxable years ending on or before the
Closing Date (after reduction for any capital loss carry forward).
Such dividends and distributions declared before the Closing Date
shall be paid by the Acquiring Fund no later than 90 days after the
Closing Date.
5.7 As promptly as practicable, but in any case within sixty days after
the Closing Date, the Acquired Fund shall furnish the Acquiring Fund,
in such form as is reasonably satisfactory to the Acquiring Fund, a
statement of the earnings and profits of the Acquired Fund for federal
income tax purposes that will be carried over to the Acquiring Fund as
a result of Section 381 of the Code.
5.8 The Acquired Fund will provide the Acquiring Fund with any additional
information reasonably necessary for any revision of the N-14
prospectus and proxy statement referred to in paragraph 4.1(o), all to
be included in any amendment to the N-14 Registration Statement, in
compliance with the Securities Act, the Securities Exchange Act of
1934, as amended, and the Investment Company Act in connection with
the meeting of the Acquired Fund's shareholders to consider approval
of this Agreement and the Reorganization.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance
by the Acquiring Fund in all material respects of all of the obligations to
be performed by it hereunder on or before the Closing Date and, in addition
thereto, the following further conditions:
6.1 All representations and warranties of the Acquiring Fund contained in
this Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date
with the same force and effect as if made on and as of the Closing
Date.
6.2 The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its Chairman, President or a Vice
President and its Treasurer or an Assistant Treasurer, in form
reasonably satisfactory to the Acquired Fund and dated as of the
Closing Date, to the effect that the representations and warranties of
the Acquiring Fund made in this Agreement are true and correct at and
as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement.
A8 Appendix
<PAGE>
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance
by the Acquired Fund in all material respects of all the obligations to be
performed by it hereunder on or before the Closing Date and, in addition
thereto, the following further conditions:
7.1 All representations and warranties of the Acquired Fund contained in
this Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date
with the same force and effect as if made on and as of the Closing
Date.
7.2 The Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its Chairman,
President or a Vice President and its Treasurer or an Assistant
Treasurer, in form and substance satisfactory to the Acquiring Fund
and dated as of the Closing Date, to the effect that the
representations and warranties of the Acquired Fund made in this
Agreement are true and correct at and as of the Closing Date, except
as they may be affected by the transactions contemplated by this
Agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND
THE ACQUIRING FUND
If any of the conditions set forth below do not exist on the Closing Date
with respect to the Acquiring Fund or the Acquired Fund, either party to
this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of the
Acquired Fund's Declaration and Agreement of Trust and By-laws.
Notwithstanding anything herein to the contrary, neither the Acquiring
Fund nor the Acquired Fund may waive the conditions set forth in this
paragraph 8.1.
8.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in
connection with, this Agreement or the transactions contemplated
herein.
8.3 All consents of other parties and all other consents, orders, rulings
and permits of federal, state and local regulatory authorities
(including those of the Commission, the Internal Revenue Service and
state Blue Sky and securities authorities) deemed necessary by the
Acquiring Fund or the Acquired Fund to permit consummation, in all
material respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent, order,
ruling or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired
Fund.
8.4 The N-14 Registration Statement shall have become effective under the
Securities Act and no stop orders suspending the effectiveness thereof
shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the
Securities Act.
8.5 The parties shall have received a favorable opinion of Wilmer, Cutler
& Pickering, addressed to the Acquiring Fund and the Acquired Fund and
satisfactory to the Secretary of each such party, substantially to the
effect that for federal income tax purposes:
Appendix A9
<PAGE>
(a) The acquisition by the Large-Cap Growth Fund of substantially all
the assets of the Equity Fund in exchange for voting Class A
shares of the Large-Cap Growth Fund and the Large-Cap Growth
Fund's assumption of the Equity Fund's liabilities, followed by
the distribution by the Equity Fund to its shareholders of the
Large-Cap Growth Fund shares, in complete liquidation, will
constitute a reorganization within the meaning of section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended
(the "Code"). The Large-Cap Growth Fund and the Equity Fund will
each be a "party to a reorganization" within the meaning of
section 368(b) of the Code.
(b) No gain or loss will be recognized by the Equity Fund upon the
transfer of substantially all of its assets to the Large-Cap
Growth Fund solely in exchange for Class A shares of the
Large-Cap Growth Fund and the Large-Cap Growth Fund's assumption
of the Equity Funds liabilities or upon the distribution of such
Large-Cap Growth Fund shares to the Equity Fund shareholders.
(c) The Large-Cap Growth Fund will recognize no gain or loss upon the
receipt of substantially all of the assets of the Equity Fund in
exchange solely for voting Class A shares of the Large-Cap Growth
Fund and the assumption of the Equity Fund's liabilities.
(d) The shareholders of the Equity Fund will recognize no gain or
loss on the receipt of Class A shares of the Large-Cap Growth
Fund (including any fractional share interests to which they may
be entitled) solely in exchange for their Equity Fund shares.
(e) The basis of the assets of the Equity Fund in the hands of the
Large-Cap Growth Fund will be the same as the basis of such
assets in the hands of the Equity Fund immediately prior to the
transfer.
(f) The holding period of the assets of the Equity Fund in the hands
of the Large-Cap Growth Fund will include the period during which
those assets were held by the Equity Fund.
(g) The basis of the Large-Cap Growth Fund shares received by each
Equity Fund shareholder will be the same as the basis of the
Equity Fund shares surrendered in exchange therefor.
(h) The holding period of the Class A shares of the Large-Cap Growth
Fund received by each Equity Fund shareholder in exchange for
Equity Fund shares (including fractional shares to which such a
shareholder may be entitled) will include the period that the
shareholder held the Equity Fund shares exchanged therefor,
provided that the shareholder held such shares as a capital asset
on the date of the exchange.
8.6 The Acquiring Fund and the Acquired Fund (i) shall not be affiliated
persons of each other, or affiliated persons of such persons, except
by virtue of having a common investment adviser or common officers and
trustees, or (ii) shall have received an order of the Commission under
Section 17(b) of the Investment Company Act exempting the
Reorganization from Section 17(a).
9. BROKERAGE FEES AND EXPENSES
9.1 The Acquiring Fund represents and warrants to the Acquired Fund, and
the Acquired Fund represents and warrants to the Acquiring Fund, that
there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.1 Except as may be otherwise provided herein, the Acquiring Fund and the
Acquired Fund each shall pay, or provide for the payment of, the
expenses incurred by it in connection with entering into and carrying
out the provisions of this Agreement.
A10 Appendix
<PAGE>
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The parties hereto agree that no party has made any representation,
warranty or covenant not set forth herein and that this Agreement
constitutes the entire agreement between the parties.
10.1 None of the representations and warranties included or provided for
herein shall survive the consummation of the transactions contemplated
hereby.
11. TERMINATION
11.1 This Agreement may be terminated at any time before the Closing Date:
(1) by the mutual agreement of the Acquiring Fund and the Acquired
Fund;
(2) by the Acquiring Fund in the event that the Acquired Fund shall,
or by the Acquired Fund in the event that the Acquiring Fund
shall, commit a material breach of any representation or warranty
contained herein or any agreement contained herein and to be
performed at or before the Closing Date; or
(3) by either party if a condition herein expressed to be precedent
to the obligations of the terminating party has not been met and
it reasonably appears that it will not or cannot be met.
11.2 In the event of any such termination, there shall be no liability for
damages on the part of either the Acquired Fund or the Acquiring Fund
or their respective Trustees or officers to the other party, but the
Acquiring Fund and the Acquired Fund shall each bear, or provide for
the payment of, the expenses incurred by it incidental to the
preparation and carrying out of this Agreement as provided in
paragraph 9.2.
12. AMENDMENTS; WAIVERS
12.2 This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers
of the Acquiring Fund and the Acquired Fund; provided, however, that
following the approval of the Acquired Fund shareholders referred to
in paragraph 8.1, no such amendment may have the effect of changing
the provisions for determining the number of the Acquiring Fund Class
A Shares to be issued to the Acquired Fund's shareholders under this
Agreement to the detriment of such shareholders without their further
approval.
12.2 At or at any time before the Closing either party hereto may by
written instrument signed by it (i) waive any inaccuracies in the
representations and warranties made to it contained herein and (ii)
waive compliance with any of the covenants or conditions made for its
benefit contained herein.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
personal delivery addressed to the Acquired Fund, 90 Hudson Street, Jersey
City, New Jersey 07302-3973, Attention: Office of the Secretary; or to the
Acquiring Fund, 90 Hudson Street, Jersey City, New Jersey 07302-3973,
Attention: Office of the Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
14.1 The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
14.2 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Appendix A11
<PAGE>
14.3 (a) This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent
of the other party. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any person,
firm, corporation or other entity, other than the parties hereto
and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
(b) The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article IV of the
Declaration and Agreement of Trust of the Acquired Fund and
agrees that the obligations assumed by the Acquired Fund pursuant
to this Agreement shall be limited in any case to the Acquired
Fund and its assets and the Acquiring Fund shall not seek
satisfaction of any such obligation from the shareholders of the
Acquired Fund, the trustees, officers, employees or agents of the
Acquired Fund or any of them or from any other assets of the
Acquired Fund.
(c) The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article IV of the
Declaration and Agreement of Trust of the Acquiring Fund and
agrees that the obligations assumed by the Acquiring Fund
pursuant to this Agreement shall be limited in any case to the
Acquiring Fund and its assets and the Acquired Fund shall not
seek satisfaction of any such obligation from the shareholders of
the Acquiring Fund, the trustees, officers, employees or agents
of the Acquiring Fund or any of them or from any other assets of
the Acquiring Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its Chairman of the Board, President or Vice President and
attested by its Secretary or Assistant Secretary.
SIGNATURES OMITTED
[LAEF-Proxy-3/00]
<PAGE>
LORD ABBETT EQUITY FUND
90 HUDSON STREET
JERSEY CITY, NJ 07302-3973
Vote by Telephone
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Combined Prospectus/Proxy Statement and Proxy Card.
2. Call the toll-free number: 1-800-690-6903
3. Enter your Control Number printed on your Proxy Card.
4. Follow the recorded instructions.
Your vote is important!
Call 1-800 690-6903 anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Combined Prospectus/Proxy Statement and Proxy Card.
2. Go to website www.proxyvote.com.
3. Enter your control number printed on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Do not return your Proxy Card if you are voting by Telephone or Internet.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X
ABBETT KEEP THIS PORTION FOR YOUR RECORDS
- -------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
- -------------------------------------------------------------------------------
LORD ABBETT EQUITY FUND
For address changes and/or comments, please check
this box and write them on the back. [ ]
For information as to the voting of shares registered in more than one
name, see page 1 of the Combined Prospectus/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
Vote on Proposals
1. The Agreement and Plan of Reorganization between Lord Abbett Equity Fund
(the "Equity Fund") and Lord Abbett Large-Cap Growth Fund (the "Large-Cap
Growth Fund"), providing for: (a) the transfer of all of the assets of the
Equity Fund to the Large-Cap Growth Fund in exchange for Class A shares of
the Large-Cap Growth Fund and the assumption by the Large-Cap Growth Fund
of all of the liabilities of the Equity Fund; (b) the distribution of such
Class A shares to the shareholders of the Equity Fund; (c) the subsequent
termination of the Equity Fund under state law and the Investment Company
Act of 1940.
For Against Abstained
[ ] [ ] [ ]
2. Such other business as may properly come before the meeting.
[ ] [ ] [ ]
Please be sure to sign and date this Proxy.
- ------------------------------------------- -----------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
THIS PROXY IS SOLICITED BY THE BORD OF TRUSTEES OF THE LORD ABBETT EQUITY FUND
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
EQUITY FUND on May 26, 2000, including all adjournments, as specified below, and
in their discretion upon such other business as may properly be brought before
the meeting.
You may vote in any one of four ways: (1) via the Internet at
www.proxyvote.com; (2) by telephone, with a toll-free call to the telephone
number listed on you r proxy card; (3) by mail, using the enclosed ballot; or
(4) in person at the meeting. We encourage you to vote by Internet or telephone,
using the 12-digit "control" number that appears on your proxy card. These
voting methods will save your Fund a good deal of money otherwise expended on
postage. Regardless of the method you choose, however, please take the time to
read the full text of the Combined Prospectus/Proxy Statement before voting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE
VOTED IN ACCORDANCE WITH ANY SPECIFICATION BELOW MADE; IF NO SPECIFICATION IS
MADE, SUCH SHARES SHALL BE VOTED FOR SUCH MATTERS.
<PAGE>
LORD ABBETT
LARGE-CAP GROWTH FUND
PROSPECTUS
December 30, 1999
[LOGO]
LORD, ABBETT & CO.
Investment Management
A Tradition of Performance Through Disciplined Investing
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
Class P shares of the Fund are neither offered to the general public nor
are available in all states. Please call 800-821-5129 for further
information.
<PAGE>
Table of Contents
Page
The Fund
What you should know about the Fund
Goal/Principal Strategy 2
Main Risks 2
Performance 3
Fees and Expenses 3
Your Investment
Information for managing your Fund account
Purchases 4
Sales Compensation 6
Opening Your Account 7
Redemptions 8
Distributions and Taxes 8
Services For Fund Investors 9
Management 10
For More Information
How to learn more about the Fund
Other Investment Techniques 12
Glossary of Shaded Terms 13
Compensation For Your Dealer 15
How to learn more about the Fund
and other Lord Abbett funds
Back Cover
<PAGE>
The Fund
Goal / Principal Strategy
The Fund's investment objective is long-term capital growth.
Under normal circumstances, the Fund will invest at least 65% of its total
assets in equity securities of large, established companies with market
capitalizations of at least $8 billion. To identify attractive companies
for investment, the Fund uses a "bottom up" investment research approach
that seeks to identify individual companies with expected earnings growth
potential and consistency that may not be recognized by the market at
large. This approach is based on the following steps:
o We identify large-capitalization companies with at least a 10%
consistent, sustainable growth rate;
o We focus on those companies demonstrating a positive historical
performance as well as favorable earnings prospects for the future;
o We focus on companies also demonstrating successful strategic business
plan selection, strategy and execution, reflecting strong management
leadership; and
o We focus on companies demonstrating leadership positions within their
industries.
The Fund maintains a long-term investment approach, generally expecting to
hold stocks for an average of over three years. This strategy supports our
style of reaping the rewards of successful, well-run companies and
investing in seasoned managements for the long term. The Fund may take a
temporary defensive position by investing some of its assets, most likely
not more than 30%, in short-term debt securities. This could reduce the
benefit from any upswing in the market and prevent the Fund from achieving
its investment objective.
Main Risks
The Fund is subject to the general risks and considerations associated with
equity investing, as well as the particular risks associated with growth
stocks. The value of your investment will fluctuate in response to
movements in the stock market in general and to the changing prospects of
individual companies in which the Fund invests. Growth stocks may grow
faster than other stocks and may be more volatile. In addition, if the
Fund's assessment of a company's potential for growth is wrong, the price
of the company's stock may decrease below the price at which the Fund
purchased the stock. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. The Fund is not a complete investment program
and may not be appropriate for all investors. You could lose money by
investing in the Fund.
We or the Fund refers to the Lord Abbett Large-Cap Growth Fund.
About the Fund. The Fund is a professionally managed portfolio primarily holding
securities purchased with the pooled money of investors. It strives to reach its
stated goal, although as with all mutual funds, it cannot guarantee results.
Large companies are established companies that are considered "known
quantities." Large companies often have the resources to weather economic shifts
although they can be slower to innovate than small companies.
Bottom-up research looks for high-performing stocks of individual companies
before considering the impact of economic trends. Companies might be identified
from investment research analysis or personal knowledge of their products and
services. This approach considers that a company can do well even if it is part
of an industry that, as a whole, is not performing well.
You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies used by the Fund and
their risks.
2 The Fund
<PAGE>
Large-Cap Growth Fund Symbols: Class A -
Class B -
Class C -
Class P -
Performance
The Fund does not show any performance because it has not completed a full
calendar year of operations.
Fees and expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
Fee Table
<TABLE>
<CAPTION>
Class A Class B Class C Class P
<S> <C> <C> <C> <C>
Shareholder Fees (Fees paid directly
from your investment)
- --------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- --------------------------------------------------------------------------------
(as a % of offering price) 5.75% none none none
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge 1.00%(1) 5.00%(2) 1.00% none
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses
deducted from fund assets) (as a % of average
net assets)(3)
- --------------------------------------------------------------------------------
Management Fees (See "Management")0.75% 0.75% 0.75% 0.75%
Distribution (12b-1) and Service
Fees(4) 0.35% 1.00% 1.00% 0.45%
Other Expenses 0.35% 0.35% 0.35% 0.35%
Total Annual Fund Operating
Expenses 1.45% 2.10% 2.10% 1.55%
(1) A contingent deferred sales charge of 1.00% may be assessed on certain
redemptions of class A shares made within 24 months following any purchases
made without a sales charge.
(2) Class B shares will convert to class A shares on the eighth anniversary of
your original purchase of class B shares.
(3) The annual operating expenses are based on estimated expenses for the
current fiscal year.
(4) Because 12b-1 fees are paid out on an on-going basis, over time they will
increase the cost of your investment and may cost you more than paying
other types of sales charges.
</TABLE>
Example
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. This Example, like that in
other funds' prospectuses, assumes that you invest $10,000 in the Fund at
maximum sales charge, if any, for the time periods indicated and then redeem all
of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs (including any applicable contingent deferred sales
charges) would be:
SHARE CLASS 1 YEAR 3 YEARS
Class A shares $714 $1,007
- --------------------------------------------------------------------------------
Class B shares $713 $ 958
- --------------------------------------------------------------------------------
Class C shares $313 $ 658
Class P shares $158 $ 490
You would pay the following expenses if you
did not redeem your shares:
Class A shares $714 $1,007
- --------------------------------------------------------------------------------
Class B shares $213 $ 658
Class C shares $213 $ 658
- --------------------------------------------------------------------------------
Class P shares $158 $ 490
Management fees are payable to Lord, Abbett & Co. ("Lord Abbett") for the Fund's
investment management.
12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of Fund shares and service fees for shareholder account
service and maintenance.
Other expenses include fees paid for miscellaneous items such as shareholder
service fees and professional fees.
The Fund 3
<PAGE>
Purchases
The Fund offers in this prospectus four classes of shares: classes A, B ,C,
and P, each with different expenses and dividends. You may purchase shares
at the net asset value ("NAV") per share determined after we receive
your purchase order submitted in proper form. A front-end sales
charge is added to the NAV in the case of the class A shares. There is no
front-end sales charge in the case of the class B and C shares although
there is a contingent deferred sales charge ("CDSC") as described below.
You should read this section carefully to determine which class of shares
represents the best investment option for your particular situation. It may
not be suitable for you to place a purchase order for class B shares of
$500,000 or more or a purchase order for class C shares of $1,000,000 or
more. You should discuss purchase options with your investment
professional.
For more information, see "Alternative Sales Arrangements" in the Statement
of Additional Information.
We reserve the right to withdraw all or any part of the offering made by
this prospectus or to reject any purchase order. We also reserve the right
to waive or change minimum investment requirements. All purchase orders are
subject to our acceptance and are not binding until confirmed or accepted
in writing.
- --------------------------------------------------------------------------------
Share Classes
- --------------------------------------------------------------------------------
Class A o Normally offered with a front-end sales charge
Class B o Normally no front-end sales charge, however, a CDSC is applied to
shares sold prior to the sixth anniversary of purchase
o higher annual expenses than class A shares
o automatically convert to class A shares after eight years
o asset-based sales charge of 1.00% - See "Sales Compensation"
Class C o no front-end sales charge, however, a CDSC is applied to shares
sold prior to the first anniversary of purchase
o higher annual expenses than class A
shares
o asset-based sales charge of 1.00% - See "Sales Compensation"
Class P o available to certain pension or retirement plans pursuant to
Mutual Fund Fee Based Program
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
- --------------------------------------------------------------------------------
To Compute
As a % of As a % of Offering Price
Your Investment Offering Price Your Investment Divide NAV by
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% .9425
- --------------------------------------------------------------------------------
$50,000 to $99,999 4.75% 4.99% .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999 3.95% 4.11% .9605
- --------------------------------------------------------------------------------
$250,000 to $499,999 2.75% 2.83% .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999 1.95% 1.99% .9805
- --------------------------------------------------------------------------------
$1,000,000 and over No Sales Charge 1.0000
- --------------------------------------------------------------------------------
</TABLE>
NAV per share for each class of Fund shares is calculated each business day at
the close of regular trading on the New York Stock Exchange ("NYSE"), normally
4:00 p.m. Eastern time. Purchases and sales of Fund shares are executed at the
NAV next determined after the Fund receives your order in proper form. In
calculating NAV, securities for which market quotations are available are valued
at those quotations. Securities for which such quotations are not available are
valued at fair value under procedures approved by the Board.
4 Your Investment
<PAGE>
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
conditions:
o Rights of Accumulation -- A Purchaser may apply the value of the
shares already owned to a new purchase of class A shares of any
Eligible Fund in order to reduce the sales charge.
o Statement of Intention -- A Purchaser of class A shares may purchase
additional shares of any Eligible Fund over a 13-month period and
receive the same sales charge as if all shares were purchased 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 may be included in a
statement of intention.
For more information on eligibility for these privileges, read the
applicable sections in the attached application.
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 conditions:
o purchases of $1 million or more *
o purchases by Retirement Plans with at least 100 eligible employees *
o purchases under a Special Retirement Wrap Program *
o purchases made with dividends and distributions on class A shares of
another Eligible Fund
o purchases representing repayment under the loan feature of the Lord
Abbett-sponsored prototype 403(b) Plan for class A shares
o purchases by employees of any consenting securities dealer having a
sales agreement with Lord Abbett Distributor
o purchases under a Mutual Fund Fee Based Program
o purchases by trustees or custodians of any pension or profit sharing
plan, or payroll deduction IRA for employees of any consenting
securities dealer having a sales agreement with Lord Abbett
Distributor
See the Statement of Additional Information for a listing of other
categories of purchasers who qualify for class A share purchases without a
front-end sales charge.
* These categories may be subject to a CDSC.
CLASS A SHARE CDSC. If you buy class A shares under one of the starred (*)
categories listed above and you redeem any within 24 months after
the month in which you initially purchased them, the Fund normally will
collect a CDSC of 1%.
The class A share CDSC generally will be waived for the following
conditions:
o benefit payments under Retirement Plans in connection with loans,
hardship withdrawals, death, disability, retirement, separation from
service or any excess distribution under Retirement Plans
(documentation may be required)
o redemptions continuing as investments in another fund participating in
a Special Retirement Wrap Program
Retirement Plans include employer-sponsored retirement plans under the Internal
Revenue Code, excluding Individual Retirement Accounts.
Lord Abbett offers a variety of Retirement Plans. Call 800-253-7299 for
information about:
o Traditional, Rollover, Roth and Education IRAs
o Simple IRAs, SEP-IRAs, 401(k) and 403(b) accounts
o Defined Contribution Plans
Lord Abbett Distributor LLC ("Lord Abbett Distributor") acts as agent for the
Fund to work with investment professionals that buy and/or sell shares of the
Fund on behalf of their clients. Generally, Lord Abbett Distributor does not
sell Fund shares directly to investors.
Benefit Payment Documentation.
(class A CDSC only)
o under $50,000 - no documentation necessary
o Over $50,000 - reason for benefit payment must be received in writing. Use
the address indicated under "Opening your Account."
Your Investment 5
<PAGE>
CLASS B SHARE CDSC. The CDSC for class B shares normally applies if you
redeem your shares before the sixth anniversary of their initial purchase.
The CDSC declines the longer you own your shares, according to the
following schedule:
- --------------------------------------------------------------------------------
Contingent Deferred Sales Charges - Class B Shares
- --------------------------------------------------------------------------------
Anniversary(1) of the day on Contingent Deferred Sales Charge
which the purchase order on redemption (as % of amount
was accepted subject to charge)
On Before
- --------------------------------------------------------------------------------
1st 5.0%
1st 2nd 4.0%
2nd 3rd 3.0%
3rd 4th 3.0%
4th 5th 2.0%
5th 6th 1.0%
on or after the 6th(2) None
- --------------------------------------------------------------------------------
(1) The anniversary is the same calendar day in each respective year after the
date of purchase. For example, the anniversaries for shares purchased on
May 1 will be May 1 of each succeeding year.
(2) Class B shares will automatically convert to class A shares on the eighth
anniversary of the purchase of class B shares.
The class B share CDSC generally will be waived under the following
conditions:
o benefit payments under Retirement Plans such as loans, hardship
withdrawals, death, disability, retirement, separation from service or
any excess contribution or distribution under Retirement Plans
o Eligible Mandatory Distributions under 403(b) Plans and individual
retirement accounts
o death of the shareholder
o redemptions of shares in connection with Div-Move and Systematic
Withdrawal Plans (up to 12% per year)
See "Systematic Withdrawal Plan" under "Services For Fund Investors"
below for more information on CDSCs with respect to class B shares.
CLASS C SHARE CDSC. The 1% CDSC for class C shares normally applies if you
redeem your shares before the anniversary of the purchase of such shares.
CLASS P SHARES. Class P shares have lower annual expenses than class B and
class C shares, no front-end sales charge, and no CDSC. Class P shares are
currently sold and redeemed at NAV (a) pursuant to a Mutual Fund Fee Based
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 a
plan under Section 401(a), 401(k) or 457(b) of the Internal Revenue Code)
which engage an investment professional providing or participating in an
agreement to provide certain recordkeeping, administrative and/or
sub-transfer agency services to the Fund on behalf of the class P
shareholders.
Sales Compensation
As part of its plan for distributing shares, the Fund and Lord Abbett
Distributor pay sales and service compensation to Authorized Institutions
that sell the Fund's shares and service its shareholder accounts.
Sales compensation originates from two sources, as shown in the table "Fees
and Expenses": sales charges which are paid directly by shareholders; and
12b-1 distribution and service fees
CDSC, regardless of class, is not charged on shares acquired through
reinvestment of dividends or capital gains distributions and is charged on the
original purchase cost or the current market value of the shares at the time
they are being sold, which-ever is lower. In addition, repayment of loans under
Retirement Plans and 403(b) Plans will constitute new sales for purposes of
assessing the CDSC.
To minimize the amount of any CDSC, the Fund redeems shares in the following
order:
1. shares acquired by reinvestment of dividends and capital gains (always free
of a CDSC)
2. shares held for six years or more (class B) or one year or more (class C)
3. shares held the longest before the sixth anniversary of their purchase
(class B) or before the first anniversary of their purchase (class C)
6 Your Investment
<PAGE>
that are paid out of the Fund's assets. Service compensation originates
from 12b-1 service fees. The 12b-1 fees payable with respect to each share
class are .35% of class A shares, 1.00% of class B and C shares, and .45%
of class P shares. The amounts payable as compensation to Authorized
Institutions, such as your dealer, are shown in the chart at the end of
this prospectus. The portion of such compensation paid to Lord Abbett
Distributor is discussed under "Sales Activities" and "Service Activities."
Sometimes we do not pay compensation where tracking data is not available
for certain accounts or where the Authorized Institution waives part of the
compensation. In such cases, we may not require payment of any otherwise
applicable CDSC.
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.
SERVICE ACTIVITIES. We may pay 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.
OPENING YOUR ACCOUNT
MINIMUM INITIAL INVESTMENT
o Regular Account $1,000
o Individual Retirement Accounts and 403(b) Plans
under the Internal Revenue Code $250
o Uniform Gift to Minor Account $250
For Retirement Plans and Mutual Fund Fee Based Programs no minimum
investment is required, regardless of share class.
You may purchase shares through any independent securities dealer that has
a sales agreement with Lord Abbett Distributor or you can fill out the
attached application and send it to the Fund at the address stated below.
You should carefully read the paragraph below entitled "Proper Form" before
placing your order to ensure that your order will be accepted.
Lord Abbett Large-Cap Growth Fund
P.O. Box 419100
Kansas City, MO 64141
BY EXCHANGE. Telephone the Fund at 800-821-5129 to request an exchange from
any eligible Lord Abbett-sponsored fund.
PROPER FORM. An order submitted directly to the Fund must contain: (1) a
completed application, and (2) payment by check. When purchases are made by
check, redemption proceeds will not be paid until the Fund or transfer
agent is advised that the check has cleared, which may take up to 15
calendar days. For more information call the Fund at 800-821-5129.
12b-1 fees are payable regardless of expenses.The amounts payable by the Fund
need not be directly related to expenses. If Lord Abbett Distributor's actual
expenses exceed the fee payable to it, the Fund will not have to pay more than
that fee. If Lord Abbett Distributor's expenses are less than the fee it
receives, Lord Abbett Distributor will keep the full amount of the fee.
EXCHANGE LIMITATIONS. Exchanges should not be used to try to take advantage of
short-term swings in the market. Frequent exchanges create higher expenses for
the Fund. Accordingly, the Fund reserves the right to limit or terminate this
privilege for any shareholder making frequent exchanges or abusing the
privilege. The Fund also may revoke the privilege for all shareholders upon 60
days' written notice.
Your Investment 7
<PAGE>
REDEMPTIONS
BY BROKER. Call your investment professional for instructions 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 should 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 Capacity, the
signature and capacity must be guaranteed by an Eligible Guarantor. Certain
other legal documentation may be required. For more information regarding
proper documentation call 800-821-5129.
Normally a check will be mailed to the name(s) and address in which the
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. Under unusual circumstances, the
Fund may suspend redemptions, or postpone payment for more than seven days,
as permitted by federal securities laws.
To determine if a CDSC applies to a redemption, see "Class A share CDSC,"
"Class B share CDSC" or "Class C share CDSC."
DISTRIBUTIONS AND TAXES
The Fund normally pays its shareholders dividends from its net investment
income and distributes its net capital gains (if any) as "capital gains
distributions" on an annual basis. Your distributions will be reinvested in
the Fund unless you instruct the Fund to pay them to you in cash. There are
no sales charges on reinvestments. The tax status of distributions is the
same for all shareholders regardless of how long they have owned Fund
shares or whether distributions are reinvested or paid in cash.
Except in tax-advantaged accounts, any sale, redemption or exchange of Fund
shares may be taxable to the shareholder.
Information on the tax treatment of distributions, including the source of
dividends and distributions of capital gains by the Fund, will be mailed to
shareholders each year. Because everyone's tax situation is unique, you
should consult your tax adviser regarding the treatment of distributions
under the federal, state and local tax rules that apply to you.
SMALL ACCOUNTS. Our Board may authorize closing any account in which there are
fewer than 25 shares if it is in the Fund's best interest to do so.
ELIGIBLE GUARANTOR is any broker or bank that is a member of the medallion stamp
program. Most major securities firms and banks are members of this program. A
notary public is not an eligible guarantor.
8 Your Investment
<PAGE>
SERVICES FOR FUND INVESTORS
AUTOMATIC SERVICES
Buying or selling shares automatically is easy with the services described
below. With each service, you select a schedule and amount, subject to
certain restrictions. You may set up most of these services when filling
out your application or by calling 800-821-5129.
- --------------------------------------------------------------------------------
For investing
Invest-A-Matic You may make fixed, periodic investments ($50 minimum) into
(Dollar-cost your Fund account by means of automatic money transfers from
averaging) your bank checking account. See the attached application for
instructions.
Div-Move You may automatically reinvest the dividends and
distributions from your account into another account in any
Eligible Fund ($50 minimum).
For selling shares
Systematic You may make regular withdrawals from most Lord Abbett
Withdrawal funds. Automatic cash withdrawals will be paid to you from
Plan ("SWP") your account in fixed or variable amounts. To establish a
plan, the value of your shares must be at least $10,000,
except for Retirement Plans for which there is no minimum.
Class B shares The CDSC will be waived on redemptions of up to 12% of the
current net asset value of your account at the time of your
SWP request. For class B share redemptions over 12% per
year, the CDSC will apply to the entire redemption. Please
contact the Fund for assistance in minimizing the CDSC in
this situation.
Class B and Redemption proceeds due to a SWP for class B and class C
C shares shares will be redeemed in the order described under "CDSC"
under "Purchases."
- --------------------------------------------------------------------------------
OTHER SERVICES
TELEPHONE INVESTING. After we have received the attached application
(selecting "yes" under Section 8C and completing Section 7), you may
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.
EXCHANGES. You or your investment professional may instruct the Fund to
exchange shares of any class for shares of the same class of any Eligible
Fund. Instruction may be provided in writing or by telephone, with proper
identification, 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 in
which case you will get the NAV per share of the Eligible Fund determined
on that 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.
TELEPHONE TRANSACTIONS. You have this privilege unless you refuse it in writing.
For your security, telephone transaction requests are recorded. We will take
measures to verify the identity of the caller, such as asking for your name,
account number, social security or taxpayer identification number and other
relevant information. The Fund will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine.
Transactions by telephone may be difficult to implement in times of drastic
economic or market change.
Your Investment 9
<PAGE>
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.
MANAGEMENT
The Fund's investment adviser is Lord, Abbett & Co., located at 767 Fifth
Avenue, New York, NY 10153-0203. On or about January 17, 2000, the new
address will be 90 Hudson St., Jersey City, NJ 07302-3973. Founded in 1929,
Lord Abbett manages one of the nation's oldest mutual fund complexes, with
approximately $33 billion in more than 40 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. The
Fund pays Lord Abbett a monthly fee of .75% based on average daily net
assets for each month. In addition, the Fund pays all expenses not
expressly assumed by Lord Abbett.
PORTFOLIO MANAGER. Stephen Humphrey serves as Executive Vice President and
Portfolio Manager of the Lord Abbett Large-Cap Growth Fund and is primarily
responsible for the day-to-day management of the Fund. Mr. Humphrey joined
Lord Abbett in 1999; prior to that he was a Vice President and Portfolio
Manager at Chase Manhattan Bank from 1976 - 1999, managing private accounts
from 1981 and pooled investment funds from 1985.
HISTORICAL PERFORMANCE OF PORTFOLIO MANAGER. From March 17, 1997
until August 17, 1999, Mr. Humphrey was primarily responsible for
the day-to-day management of the Chase Vista Select Large Cap Growth Fund,
a registered investment company. As the portfolio manager of this fund, Mr.
Humphrey had full discretionary authority over the selection of investments
for the fund. From the fund's inception on January 1, 1997 until March 17,
1997, a team of investment professionals at Chase Manhattan Bank,
including Mr. Humphrey, was responsible for the management of the fund's
portfolio.
10 Your Investment
<PAGE>
The cumulative total return for the Chase Vista Select Large Cap Growth
Fund from March 17, 1997 through July 31, 1999 was 109.01%. At July 31,
1999, this fund had $825.2 million in net assets. As shown in the table
below, average annual total returns for the one year period ended July 31,
1999 and for the period during which Mr. Humphrey managed that fund,
compared with the performance of the Standard & Poor's 500(R) Composite
Stock Price Index ("S&P 500(R) Index") and the Lipper Large Cap Growth Fund
average, were:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Returns
- --------------------------------------------------------------------------------
Chase Vista Select Lipper Large Cap
Large-Cap Growth S&P 500 Growth Fund
Growth Fund(a) Index(b) Average
<S> <C> <C> <C>
One Year Ending July 31, 1999 32.58% 20.20% 24.02%
- --------------------------------------------------------------------------------
March 20, 1997
through July 31, 1999 36.59%(c) 27.05%(d) 29.41%(e)
- --------------------------------------------------------------------------------
(a) Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses.
(b) The S&P 500 Index is an unmanaged index of common stocks that is considered
to be generally representative of the United States stock market. The Index
is adjusted to reflect reinvestment of dividends.
(c) The average annual total return for the period from March 17, 1997
through July 31, 1999 was 35.52%.
(d) This percentage represents the average annual return of the S&P 500(R)
Index during the period from March 20, 1997 through July 31, 1999
that Mr. Humphrey managed the Chase Vista Select Large Cap Growth Fund.
(e) This percentage represents the average annual return of the Lipper Large
Cap Growth Fund average during the period from March 20, 1997 through
July 31, 1999 that Mr. Humphrey managed the
Chase Vista Select Large Cap Growth Fund.
Historical performance is not indicative of future performance. Although
the Lord Abbett Large-Cap Growth Fund and the Chase Vista Select Large Cap
Growth Fund have substantially similar investment objectives, policies and
strategies, the Chase Vista Select Large Cap Growth Fund is a separate fund
and its historical performance is not indicative of the future performance
of the Lord Abbett Large-Cap Growth Fund. For the periods shown above, the
anticipated expenses of the Lord Abbett Large-Cap Growth Fund may have been
higher than the expenses of the Chase Vista Select Large Cap Growth Fund.
Higher expenses, of course, would reduce a fund's performance. The Chase
Vista Select Large Cap Growth Fund was the only investment vehicle that Mr.
Humphrey managed during the period he was employed at Chase Manhattan Bank
that has or had substantially similar investment objectives, policies and
strategies as those of the Lord Abbett Large-Cap Growth Fund. Share prices
and investment returns will fluctuate reflecting market conditions, as well
as changes in company-specific fundamentals of portfolio securities.
</TABLE>
Your Investment 11
FOR MORE INFORMATION
OTHER INVESTMENT TECHNIQUES
This section describes some of the investment techniques that might be used
by the Fund and their risks.
ADJUSTING INVESTMENT EXPOSURE. The Fund may, but is not required to, use
various strategies to change its investment exposure to adjust to changing
security prices, interest rates, currency exchange rates, commodity prices
and other factors. The Fund may use these transactions to change the risk
and return characteristics of the Fund's portfolio. If we judge market
conditions incorrectly or use a strategy that does not correlate well with
the Fund's investments, it could result in a loss, even if we intended to
lessen risk or enhance returns. These transactions may involve a small
investment of cash compared to the magnitude of the risk assumed and could
produce disproportionate gains or losses. Also, these strategies could
result in losses if the counterparty to a transaction does not perform as
promised.
DIVERSIFICATION. The Fund is a diversified fund, which generally means that
with respect to 75% of its total assets, it will not purchase a security
if, as a result, more than 5% of the fund's total assets would be invested
in securities of a single issuer or the fund would hold more than 10% of
the outstanding voting securities of the issuer. U.S. government securities
are not subject to these requirements.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Fund may enter into
financial futures transactions. A financial futures transaction is the
purchase or sale of an exchange-traded contract to buy or sell a specified
financial instrument or index at a specific future date and price. The Fund
will not enter into any futures contracts, or options thereon, if the
aggregate market value of the securities covered by futures contracts plus
options on such financial futures exceeds 50% of its total assets.
OPTIONS TRANSACTIONS. The Fund may purchase and write put and call options
on equity securities or stock indices that are traded on national
securities exchanges.
A put option gives the buyer of the option the right to sell, and the
seller of the option the obligation to buy, the underlying instrument
during the option period. The Fund may write only covered put options to
the extent that cover for such options does not exceed 15% of the Fund's
net assets. The Fund will not purchase an option if, as a result of such
purchase, more than 10% of its total assets would be invested in premiums
for such options.
A call option gives the buyer of the option the right to buy, and the
writer (seller) of the option the obligation to sell, the underlying
instrument. The Fund may only sell (write) covered call options. This means
that the Fund may only sell call options on securities it owns. When the
Fund writes a call option, it gives up the potential for gain on the
underlying securities in excess of the exercise price of the option during
the period that the option is open.
RISKS OF FUTURES CONTRACTS AND OPTIONS TRANSACTIONS. The Fund's
transactions, if any, in futures, options on futures and other options
involve additional risk of loss. Loss may result from a lack of correlation
between changes in the value of these derivative instruments and the Fund's
assets being hedged, the potential illiquidity of the markets for
derivative instruments, or the risks arising from margin requirements and
related leverage factors associated with such transactions. The use of
these investment techniques
12 For More Information
<PAGE>
also involves the risk of loss if Lord Abbett is incorrect in its
expectation of fluctuations in securities prices. In addition, the loss
that may be incurred by the Fund in entering into futures contracts and in
writing call options on futures is potentially unlimited and may exceed the
amount of the premium received.
PORTFOLIO SECURITIES LENDING. The Fund may lend securities to
broker-dealers and financial institutions as a means of earning income.
This practice could result in a loss or delay in recovering the Fund's
securities if the borrower defaults. The Fund will limit its securities
loans to 5% of its total assets and all loans will be fully collateralized.
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 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; (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.
ELIGIBLE MANDATORY DISTRIBUTIONS. If class B shares represent a part of an
individual's total IRA or 403(b) investment, the CDSC will be waived only
for that part of a mandatory distribution which bears the same relation to
the entire mandatory distribution as the B share investment bears to the
total investment.
LEGAL CAPACITY. With respect to a redemption request, if (for example) the
request is on behalf of the estate of a 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 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. Doe. That signature using that capacity
must be guaranteed by an Eligible Guarantor.
Similarly, if (for example) the redemption request is on behalf of the ABC
Corporation by a person (Mary B. Doe) that has the legal capacity to act on
behalf of this corporation, because she is the President of the
corporation, then the request must be executed as
GUARANTEED SIGNATURE. An acceptable form of guarantee would be as follows:
In the case of the estate --
Robert A. Doe
Executor of the Estate of
John W. Doe
[Date]
SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR
John Doe
- --------------------------------------------------
AUTHORIZED SIGNATURE
(960) X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
SR
In the case of the corporation --
ABC Corporation
Mary B. Doe
By Mary B. Doe, President
[Date]
SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR
John Doe
- --------------------------------------------------
AUTHORIZED SIGNATURE
(960) X 9 6 0 3 4 7 0
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM'sm'
For More Information 13
<PAGE>
follows: ABC Corporation by Mary B.Doe, President. That signature using
that capacity must be guaranteed by an Eligible Guarantor (see example in
right column).
MUTUAL FUND FEE BASED PROGRAM. Certain unaffiliated authorized brokers,
dealers, registered investment advisers or other financial institutions
("entities") who either (1) have an arrangement with Lord Abbett
Distributor in accordance with certain standards approved by Lord Abbett
Distributor, providing specifically for the use of our shares (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 entities, or (2) charge an advisory, consulting or other fee for their
services and buy shares for their own accounts or the accounts of their
clients.
PURCHASER. The term "purchaser" includes: (1) an individual, (2) an
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 estate or
single fiduciary account (including a pension, profit-sharing, or other
employee benefit trust qualified under Section 401 of the Internal Revenue
Code - more than one qualified employee benefit trust of a single employer,
including its consolidated subsidiaries, may be considered a single trust,
as may qualified plans of multiple employers registered in the name of a
single bank trustee as one account), although more than one beneficiary is
involved.
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 Fee Based 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.
YEAR 2000 ISSUES. The Fund could be adversely affected if the computers used by
the Fund and its service providers do not properly process and calculate
date-related information from and after January 1, 2000.
Lord Abbett is working to avoid such problems and has received assurances from
the Fund's service providers that they are taking similar steps. Of course, the
Year 2000 problem is unprecedented and, therefore, Lord Abbett cannot eliminate
altogether the possibility that it or the Fund will be affected.
In addition, companies in which the Fund invests may experience similar
difficulties. These problems could negatively affect the value of the issuer's
securities, which in turn could impact the Fund's performance.
14 For More Information
<PAGE>
COMPENSATION FOR YOUR DEALER
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FIRST YEAR COMPENSATION
Front-end
sales charge Dealer's
paid by investors concession Service fee(1) Total
(% of offering price) (% of offering (% of net Compensation(2)
price) investment) (% of offering
Class A investments price)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 5.00% 0.25% 5.24%
$50,000 - $99,999 4.75% 4.00% 0.25% 4.24%
$100,000 - $249,999 3.95% 3.25% 0.25% 3.49%
$250,000 - $499,999 2.75% 2.25% 0.25% 2.49%
$500,000 - $999,999 1.95% 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 B investments(4) Paid at time of sale (% of net asset value)
All amounts no front-end
sales charge 3.75% 0.25% 4.00%
- --------------------------------------------------------------------------------
Class C investments(4)
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 B investments(4) Percentage of average net assets(5)
All amounts no front-end
sales charge none 0.25% 0.25%
- --------------------------------------------------------------------------------
Class C investments(4)
All amounts no front-end
sales charge 0.75% 0.25% 1.00%
- --------------------------------------------------------------------------------
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. The first
year's service fee on class B and 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. Certain purchases of class A shares are subject to a CDSC.
(4) Class B and class C shares are subject to CDSCs.
(5) With respect to class B, C and P shares, 0.25%, 1.00% 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.
Financial Information 15
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
More information on the Fund is or will be available free upon request,
including the following:
Annual/Semi-annual Report
Describes the Fund, lists portfolio holdings,and contains a letter from the
Fund's manager discussing recent market conditions and the Fund's
investment strategies.
Statement of Additional Information ("SAI")
Provides more details about the Fund and its policies. A current SAI is on
file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus).
Lord Abbett Large-Cap Growth Fund
90 Hudson Street
Jersey City, NJ 07302-3973
- ------------------------------------------
SEC file number: 811-9597
To obtain information:
BY TELEPHONE. Call the Fund at: 800-426-1130
BY MAIL. Write to the Fund at:
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302-3973
VIA THE INTERNET.
LORD, ABBETT & CO.
www.lordabbett.com
Text only versions of Fund documents can be
viewed online or downloaded from:
SEC
www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 202-942-8090) or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, DC 20549-6009 or by
sending your request electronically to [email protected].
LALCG-1-1299 (12/99)
