LORD ABBETT LARGE CAP GROWTH FUND, N-14, 2000-03-01

LORD ABBETT LARGE CAP GROWTH FUND
N-14, 2000-03-01

Previous: WHITNEY INFORMATION NETWORK INC, 10SB12G/A, 2000-03-01

Next: INTEGRATED COM INC, SB-2/A, 2000-03-01

1940 Act File No. 811-9597
1933 Act File No. 33-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

LORD ABBETT LARGE-CAP GROWTH FUND
---------------------------------
(Exact Name of Registrant as Specified in Charter)

(800) 201-6984
(Area Code and Telephone Number)

90 Hudson Street
Jersey City, New Jersey 07302-3972
(Address of Principal Executive offices
Number, Street, City,
State, Zip Code)

Lawrence H. Kaplan, Vice President
90 Hudson Street
Jersey City, New Jersey 07302-3972
(Address of Principal Executive offices
Number, Street, City,
State, Zip Code)

Approximate Date of Proposed Public Offering: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
UNDER THE SECURITIES ACT OF 1933.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

TITLE OF THE SECURITIES BEING REGISTERED: SHARES OF BENEFICIAL INTEREST WITH NO
PAR VALUE. NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES HAVE
PREVIOUSLY BEEN REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY
ACT OF 1940. A RULE 24F-2 NOTICE FOR THE REGISTRANT'S FISCAL YEAR ENDED JULY 31,
2000 WILL BE FILED ON OR ABOUT OCTOBER 31, 2000

THIS FILING WILL BECOME EFFECTIVE ON MARCH 31, 2000, PURSUANT TO RULE 488

CROSS-REFERENCE SHEET
(Pursuant to Rule 481(a) under the Securities Act of 1933)

(ADD CROSS-REFERENCE SHEET FROM THE PROXY)
<S> <C> <C>

PART A ITEM CAPTION PROSPECTUS CAPTION
ITEM
NO.

1 Beginning of Registration Statement and Outside
Front Cover Page of Prospectus
2 Beginning and Outside Back Cover Page of Prospectus
3 Fee Table, Synopsis Information, and Risk Factors Fee Table; Summary of Proposal;
Capitalization
4 Information About the Transaction Information about the Reorganization
5 Information About the Registrant Comparative Information about the Large-Cap
Growth Fund and Equity Fund
6 Information About the Company Being Acquired Comparative Information about the Large-Cap
Growth Fund and Equity Fund
7 Voting Information Additional Information
8 Interest of Certain Persons and Experts Additional Information
9 Additional Information Required For Reoffering by Not applicable
Persons Deemed to be Underwriters

PART B ITEM CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION
ITEM
NO.

10 Cover Page Cover Page
11 Table of Contents Not applicable
12 Additional Information About the Registrant Incorporated by reference
13 Additional Information About the Company Being Incorporated by reference
Acquired
14 Financial Statements Incorporated by reference

PART C PART C CAPTION
ITEM
NO.
15 Indemnification Indemnification
16 Exhibits Exhibits
17 Undertakings

</TABLE>
<PAGE>

[Letterhead of Lord Abbett Equity Fund]
FROM THE CHAIRMAN OF THE BOARD

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

Dear Shareholder,

Lord, Abbett & Co. is the investment manager for your Fund and the Lord
Abbett Large-Cap Growth Fund ("Large-Cap Growth Fund").

As you know, your Fund offered investors purchasing shares in the 1990
initial offering and holding them until May 31, 2000 the unique opportunity to
participate in the stock market without the risk of losing their original
investment. Shareholders who meet certain conditions are protected through the
guarantee issued by Financial Security Assurance, Inc., a private insurance
company. That guarantee will expire on May 31, 2000. After that date, all
outstanding Fund shares will be subject to the market risks inherent in equity
funds.

In view of the expiration of the guarantee and the possibility that your
Fund's assets will decline thereafter, the Fund's Board of Trustees, following
the recommendation of Lord, Abbett & Co., has 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. Under normal market conditions, it is expected that the
Large-Cap Growth Fund will invest a lesser percentage of its assets in U.S.
government obligations and other debt securities than your Fund has been
required to do 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 sales loads, commissions or transaction fees in
the combination.

o The total value of the shares you will receive as a result of this
combination 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 allow potential economies of scale in
portfolio management, administration and operations resulting from larger
asset size.

o A vote in favor of the proposed combination is a vote to terminate the
Equity Fund.

You may vote in any one of four ways:

o Via the Internet at __________ (or by going to ______
and clicking on "Proxy Voting").

o By telephone, with a toll-free call to the telephone
number listed on your proxy card.

o By mail, using the enclosed ballot.

o 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.

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;

2. VOTE BY INTERNET OR 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.

Sincerely,

Robert S. Dow
Chairman of the Board

March ___, 2000

<PAGE>

March __, 2000

LORD ABBETT EQUITY FUND
90 Hudson Street
Jersey City, NJ 07302-3972
Telephone No. (800) 426-1130

Notice of a Special Meeting of Shareholders
to be held on May 26, 2000

Notice is given hereby 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

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 adjournments thereof. Shareholders
are entitled to one vote for each share held. As of March 23, 2000, there were
____ shares of the Equity Fund issued and outstanding.

- --------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

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 ___, 2000

Acquisition Of The Assets Of
Lord Abbett Equity Fund
90 Hudson Street
Jersey City, NJ 07302-3972

by and in exchange for Class A shares of
Lord Abbett Large-Cap Growth Fund
90 Hudson Street
Jersey City, NJ 07302-3972

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 shareholder servicing agent of the
Large-Cap Growth Fund, DST Systems, Inc., 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>

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 Exhibit A 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 (the Large-Cap Growth Fund Prospectus), which is incorporated by reference
into this Combined Prospectus/Proxy Statement. Also incorporated herein by
reference is the Statement of Additional Information dated March __, 2000
relating to this Combined Prospectus/Proxy Statement. The Statement of
Additional Information is available, upon oral or written request and at no
charge, from the Large-Cap Growth Fund at 90 Hudson Street, Jersey City, NJ
07302-3972, telephone no. (800) 426-1130.

<PAGE>

TABLE OF CONTENTS

SPECIAL MEETING OF SHAREHOLDERS OF THE EQUITY FUND.............................1

FEES AND EXPENSES..............................................................2

SUMMARY OF PROPOSAL............................................................4

OVERVIEW OF PROPOSED REORGANIZATION.........................................4

LARGE-CAP GROWTH FUND CLASS A SHARES........................................5

INVESTMENT OBJECTIVES AND POLICIES OF THE EQUITY FUND AND
THE LARGE-CAP GROWTH FUND.................................................5

PURCHASES AND EXCHANGES.....................................................6

DIVIDEND POLICIES AND OPTIONS...............................................6

REDEMPTION PROCEDURES.......................................................6

TAX CONSIDERATIONS..........................................................7

RISK FACTORS................................................................7

INFORMATION ABOUT THE REORGANIZATION...........................................7

THE PLAN....................................................................7

REASONS FOR THE REORGANIZATION..............................................8

FEDERAL INCOME TAX CONSIDERATIONS...........................................8

EXPENSES OF THE REORGANIZATION.............................................10

CAPITALIZATION.............................................................10

COMPARATIVE INFORMATION ABOUT THE LARGE-CAP GROWTH FUND AND THE EQUITY FUND...11

MANAGEMENT.................................................................11

HISTORICAL PERFORMANCE OF PORTFOLIO MANAGER................................12

PERFORMANCE OF THE EQUITY FUND.............................................13

MANAGEMENT'S DISCUSSION OF EQUITY FUND'S FINANCIAL YEAR 1999 PERFORMANCE...14

FEES AND EXPENSES..........................................................16

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS...........................16

OTHER INVESTMENT TECHNIQUES................................................17

SHAREHOLDERS RIGHTS........................................................19

ADDITIONAL INFORMATION........................................................21

<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 at 90 Hudson
Street, Jersey City, New Jersey, and at any adjournments 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 __, 2000.

At the close of business on March 10, 2000 (the Record Date), there were issued
and outstanding ____ 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 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
and shall not be treated as voted for purposes of determining whether the
proposal has passed. If the enclosed form of proxy is properly executed and
returned in time to be voted at the meeting, the proxies named therein will vote
the shares represented by the proxy in accordance with the instructions marked
thereon. A proxy may be revoked by the signer 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. The cost of the solicitation will be
borne partially by Lord Abbett and partially by the Equity Fund and the
Large-Cap Growth Fund.

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

<PAGE>

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.

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.

---------------
Large-Cap Equity |Management fees
Growth Fund Fund |are payable to
Class A Shares Shares |Lord Abbett for
|the funds
|Investment
|Management
- ----------------------------------------------------------------|
Shareholder Fees (Fees paid None None |
directly from your investment) |
- ----------------------------------------------------------------|12b-1 fees
Minimum Sales Charge on Purchases |refer to fees
(As a % of offering price) 5.75%(1) 5.50% |incurred for
- ----------------------------------------------------------------|activities that
Maximum Deferred Sales Charge None (1)(2) None |are primarily
- ----------------------------------------------------------------|intended to
Annual Fund Operating Expenses |result in the
(Expenses deducted from fund |sale of fund
assets) |shares and
(As++ a % of average +net assets) |service fees
- ----------------------------------------------------------------|for shareholder
Management Fees (See 0.75% 0.65% |account
"Management" |service and
- ----------------------------------------------------------------|maintenance.
Distribution (12b-1) and Service 0.35% 0.25% |
Fees (3) |
- ----------------------------------------------------------------|Other expenses
Other Expenses 0.35% 0.26% |include fees
- ----------------------------------------------------------------|paid for
Total Annual Fund Operating 1.45% 1.16% |miscellaneous
Expenses (4) |items such as
|shareholder
|service fees
|and
|professional
|fees
---------------

(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 hours months following any
purchases made without a sales charge.

(3) 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.

(4) 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.

<PAGE>

- --------------------------------------------------------------------------------
Examples
- --------------------------------------------------------------------------------
The Examples below are 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 first
example, like that in other funds' prospectuses, assumes that you invset $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:

- --------------------------------------------------------------------------------
Share Class 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Large-Cap Growth Class A $714 $1,007 $1,322 $2,210
- --------------------------------------------------------------------------------
Equity Fund $662 $898 $1,153 $1,881
- --------------------------------------------------------------------------------

The Example below is intended to compare the costs you would pay as a result of
investing in the Large-Cap Growth Fund in the Reorganization with the costs of
holding Equity Fund shares. Like the Example above, it 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 and that the Funds' operating expenses
remain the same. (No sales load is deducted in this example.) Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

- --------------------------------------------------------------------------------
Share Class 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Large-Cap Growth Class A $148 $459 $792 $1,735
- --------------------------------------------------------------------------------
Equity Fund $118 $368 $638 $1,409
- --------------------------------------------------------------------------------
<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 Assurance, Inc. ("Financial Security")
on May 31, 2000, the likely prospects for future sales of shares of the Equity
Fund, the prospect that the asset levels of the Equity Fund will decline
following the expiration of the guarantee, and the historical and projected
expense ratios of the Funds. 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.

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 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.

<PAGE>

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.

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 addition, investments
in the Equity Fund are insured by Financial Security, which guarantees that the
net asset value of each initially purchased share will be not less than $10 on
May 31, 2000 if certain conditions are met. Under normal circumstances, at least
65% of the Equity Fund's net assets will be 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.

The Equity Fund believes that the needs of its investors will best be served by
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.

The investment objective of the Large-Cap Growth Fund is long-term capital
growth. Under normal circumstances, the Large-Cap Growth 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 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 in illiquid securities, futures contracts,
options on futures contracts, and options, all of which may present investment
risks. In addition, 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.

<PAGE>

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 would represent a sale of shares for which a shareholder may have
to recognize a gain or loss under federal income tax provisions. 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.

NAV per share for each class of Fund shares is calculated each business day at
the close of regular trading on the New Your Stock Exchange ("NYSE"), normally
4:00p.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 of the Fund.

Dividend Policies And Options. The Equity Fund distributes net investment income
and any net capital gains annually in December. It also may pay supplemental
dividends and capital gains distributions in January. It has paid all dividends
and distributions in the form of additional shares and uses reverse stock splits
to maintain the original number of shares purchased, assuming no shares are
redeemed.

The Large-Cap Growth Fund has a generally similar dividend and distribution
policy. 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 Fund at 800-821-5129.

By Mail. Submit a written redemption request indicating the name(s) in which the
account is registered, the Funds name, the class of shares, your account number,
and the dollar value or number of shares you wish to sell.

<PAGE>

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 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. For additional information, see
"Information about the Reorganization -- Federal Income Tax Considerations."

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.

The Large-Cap Growth Fund is also subject to the particular risks associated
with growth stocks. Growth stocks may grow faster than other stocks and may be
more volatile. In addition, if the Large-Cap Growth 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 bought the stock.

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 reduces the
risk of excessive fluctuations in market value. As a result, 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.

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 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.

<PAGE>

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 make a final dividend prior to
the Reorganization that will have the effect of distributing all of its
undistributed investment company 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.

This summary of the Plan is not complete, and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the Plan, a
copy of which is attached as Appendix A.

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 1940 (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)(1)(C) of the Internal Revenue Code of 1986, as amended (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; and

(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.

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.

This discussion relates only to the general federal income tax consequences of
the Reorganization. Shareholders should consult their own tax advisors
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.

<PAGE>

Expenses Of The Reorganization. Expenses of the Reorganization, including legal
and accounting expenses, the costs of proxy solicitation, and the preparation of
this Combined Proxy Statement/Prospectus, will be borne partially by Lord Abbett
and partially by the Equity Fund and the Large-Cap Growth Fund. 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 2.7 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.

<PAGE>

Large-Cap Equity Large-Cap
Growth Fund Fund Growth Fund
(unaudited) (unaudited) (pro-forma and
unaudited)
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 1,909,974 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 112.866 112.886

CLASS Y
Net Assets $1,162 $1,162
Net Asset Value
Per Share $10.32 $10.32
Shares Outstanding 112.620 112.620

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 $33 billion in more than 40 mutual fund portfolios and other
advisory accounts.

<PAGE>

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, expenses relating to shareholder meetings,
expenses of preparing, printing and mailing shareholder reports,
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.

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 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.

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:

- --------------------------------------------------------------------------------
Chase Vista Select S&P 500 (R) Lipper Large Cap
Large Cap Growth Fund(a) Index(b) Growth Fund Average
- --------------------------------------------------------------------------------
One Year 32.58% 20.20% 24.02%
- --------------------------------------------------------------------------------
Inception through
July 31, 1999 33.42%(c) 27.38(d) 28.20%(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(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.

(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, during which 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
during which 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 be 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.

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.

<PAGE>

Bar Chart (per calendar year)

"91" 19.15
"92" 9.54
"93" 13.55
"94" 2.27
"95" 28.19
"96" 11.21
"97" 22.41
"98" 9.04
"99" 5.01

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 Equity
Fund invests. The Equity Fund's returns reflect payment of the maximum
applicable sales charges.

Average Annual Total Returns Through December 31, 1999

1 Year 5 Years Since Inception
Equity Fund(1) 5.01% 14.85% 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)

(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 Equity 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.

Management's Discussion of Equity Fund's Financial Year 1999 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 2-2
1/2% 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.

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.

NAV MAX S&P 500(R) 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

The Fund shares at net asset value
The Fund shares at maximum offering price (1)

S&P 500 (R) Index (2)
Lipper Balanced Target Maturity Funds Average (3)
6 Month Certificate of Deposit (2)(3)(4)

<PAGE>

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 Equity 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.

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.

As shown above under Fee Table, 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.

<PAGE>

Typically, in choosing stocks, the Equity Fund looks for companies using a
three-step process:

o Quantitative research is performed on a universe of large, seasoned,
U.S. and multinational companies to identify which stocks we believe
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 our portfolio, helping us assess how
adding or deleting stocks changes our portfolio's overall sensitivity
to economic activity and interest rates.

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. We believe the needs of such investors will
best be served by an investment which 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 which 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.

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.

<PAGE>

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 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.

The Equity Fund may write only covered put options to the extent that
cover for such options does not exceed 10% of the Equity Fund's gross
assets at the time an option is written.

<PAGE>

The Large-Cap Growth Fund may buy and sell futures contracts, options
on futures contracts, and options on securities and securities
indices. 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.

The Large-Cap Growth 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 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. 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.

The Large-Cap Growth 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 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.

<PAGE>

Shareholders 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.

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. The Fund's Declarations of Trust
provide for indemnification of the trustees for actual or threatened liabilities
arising out of the trustees' service in their capacity as trustees of the Funds,
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 Funds 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 Declarations of Trust of both Funds provide 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.

<PAGE>

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 Equity
Fund also may solicit proxies by telephone, telegraph, 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 _______ outstanding shares of the Equity Fund
and _____ 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 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)) owns beneficially or of record more than 5% of the
outstanding shares of the Equity Fund.

- --------------------------------------------------------------------------------
Name Percentage of Equity Pro Forma Percentage
and Address Fund Owned on of Equity Fund Owned
Owner Record Date on Consummation
- --------------------------------------------------------------------------------

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

To the best knowledge of the Trustees of the Large-Cap Growth Fund, as of the
Record Date, other than as set forth below, the following shareholder (as that
term is used in Section 13(d) of the Exchange Act) owned beneficially or of
record more than 5% of the Large-Cap Growth Fund.

- --------------------------------------------------------------------------------
Pro Forma
Percentage of Percentage of
Percentage Large-Cap Large-Cap
Name Class of of Class Growth Growth Fund
and Shares Owned on Fund Owned on Owned on
Owner Address Owned Record Date Record Date Consummation
- --------------------------------------------------------------------------------
Lord, 90 Hudson
Abbett St.; Jersey
& Co. City, NJ
0732-3972
- --------------------------------------------------------------------------------

Equity Fund shareholders are not entitled to any rights of share appraisal under
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 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.

<PAGE>

APPENDIX 1

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this
__ 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) to 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").

(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 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.

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 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.

<PAGE>

(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.

(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 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 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
portfolio 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.

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:

(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; and

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.

9.2. 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.

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.

10.2. 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

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

12.1. 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 07302-3972, Attention: Office of the Secretary; or to the Acquiring Fund,
90 Hudson Street, Jersey City, New Jersey 07302-3972, 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.

14.3. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

14.4. (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.

Attest: Lord Abbett Large-Cap Growth Fund

Name: ___________________ By: ___________________________
Title: Secretary Name:
Title:

Attest: Lord Abbett Equity Fund

Name: ___________________ By: ___________________________
Title: Secretary Name:
Title:

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION DATED MARCH __, 2000

ACQUISITION OF THE ASSETS OF
Lord Abbett Equity Fund
90 Hudson Street
Jersey City, NJ 07302-3972
Telephone No. (800) 426-1130

BY AND IN EXCHANGE FOR CLASS A SHARES OF
Lord Abbett Large-Cap Growth Fund
90 Hudson Street
Jersey City, NJ 07302-3972
Telephone No. (800) 426-1130

This Statement of Additional Information, relating specifically to the proposed
transfer of the assets of the Lord Abbett Equity Fund (the Equity Fund) to the
Lord Abbett Large-Cap Growth Fund (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 the liabilities of the Equity Fund, consists of (i) this cover
page and (ii) the following described documents, each of which accompanies this
Statement of Additional Information and is incorporated herein by reference:

1. Statement of Additional Information of the Equity Fund dated October 1, 1999.

2. Statement of Additional Information of the Large-Cap Growth Fund dated
December 30, 1999.

3. Annual Report to Shareholders of the Equity Fund dated August 7, 1999.

4. Semi-Annual Report to Shareholders of the Equity Fund dated February 7, 2000.

Financial statements for the Funds are contained in the Statements of Additional
Information referred to above, and are incorporated herein in reliance upon the
authority of Deloitte & Touche LLP as experts in auditing and accounting.

This Statement of Additional Information is not a prospectus. A Combined P
rospectus/Proxy Statement dated the date hereof relating to this matter may be
obtained without charge by calling or writing the Large-Cap Growth Fund at the
telephone number or address set forth above. This Statement of Additional
Information should be read in conjunction with such Combined Prospectus/Proxy
Statement.

PRO-FORMA COMBINED PORTFOLIO OF INVESTMENTS
JANUARY 31, 2000

Shares
- --------------------------------------------
Large-Cap Pro-Forma
Growth Equity Combined
Fund Fund Total
- ------------------------------------------------------------------------------------------------------------------------------------
Investments in Common Stocks 82.25%
- ------------------------------------------------------------------------------------------------------------------------------------
50 - 50 Advertising .01% DoubleClick Inc.
- 18,000 18,000 Aerospace 3.25% Boeing Co.
225 20,000 20,225 Honeywell International Inc.
Total
- 12,000 12,000 Aluminum 1.54% Alcoa Inc.
Auto Parts: Original
- 3,500 3,500 Equipment .46% Eaton Corp.
- 13,500 13,500 Automobiles 2.00% General Motors Corp.
50 - 50 Banks: Money Center Bank of New York
100 9,500 9,600 1.45% Chase Manhattan Corp.
260 - 260 Citigroup
Total
- 22,000 22,000 Banks: Regional 5.82% First Security Corp.
- 19,000 19,000 First Tennessee National Corp.
- 33,000 33,000 Mellon Financial Corp.
100 24,000 24,100 Wells Fargo Co.
25 - 25 Zions Bancorp.
Total
515 - 515 Beverages .05% Coca Cola Co. Inc.
75 - 75 Broadcasting .01% Clear Channel Communications
50 - 50 Brokers .01% Lehman Brothers Holding
10 - 10 Business Services .00% Ariba Inc.
- 10,500 10,500 Cable Services 1.56% MediaOne Group Inc.
165 - 165 Time Warner Inc.
Total
- 10,000 10,000 Chemicals 3.85% Dow Chemical Co.
- 22,000 22,000 Rohm & Haas Co.
Total
375 - 375 Communications Services .07% America Online Inc.
50 - 50 Yahoo Inc.
Total
365 - 365 Communications Corning Inc.
- 10,000 10,000 Technology .50% Loral Space & Communications
250 - 250 Lucent Technologies Inc.
45 - 45 QUALCOMM Inc.
Total
100 29,000 29,100 Computer Services 3.65% Ceridian Corp.
100 5,000 5,100 Computer Sciences Corp.
- 33,000 33,000 Unisys Corp.
Total
220 26,500 26,720 Computer: Hardware 1.59% Compaq Computer Corp.
450 - 450 EMC Corp.
100 - 100 Hewlett-Packard Co.
350 - 350 Intel Corp.
245 - 245 International Business Machines Corp.
10 - 10 JDS Uniphase Corp.
100 - 100 Solectron Corp.
Total
50 - 50 Computer: Software 2.83% Automatic Data Processing
- 15,000 15,000 Cadence Design Systems Inc.
100 10,000 10,100 Computer Associates International, Inc
25 - 25 Comverse Tech
75 - 75 Electronic Data Systems Corp.
485 - 485 Microsoft Corp.
200 - 200 Novell Inc.
400 9,000 9,400 Oracle Corp.
Total
480 - 480 Computer Technology .18% Cisco Systems Inc.
795 - 795 Dell Computer Corp.
65 - 65 Seagate Technology Inc.
135 - 135 Sun Microsystems Inc.
Total
60 10,000 10,060 Conglomerates 1.73% Minnesota Mining & Manufacturing Co.
- 11,000 11,000 Copper 1.18% Phelps Dodge Corp.
230 - 230 Cosmetics & Toiletries .04% Procter & Gamble
60 18,000 18,060 Data Processing Equipment &
Components 1.63% First Data Corp.
- 775 Diversified: Manufacturing .06% Tyco International Ltd.
- 17,000 17,000 Drugs 3.99% American Home Products Corp.
215 - 215 Amgen Inc.
210 6,500 6,710 Bristol-Myers Squibb Co.
160 - 160 Johnson & Johnson
185 - 185 Merck & Co. Inc.
400 - 400 Pfizer Inc.
- 18,000 18,000 Pharmacia & Upjohn Inc.
240 - 240 Warner-Lambert Co.
Total
- 10,000 10,000 Electric Power 9.90% Carolina Power & Light Co.
- 20,000 20,000 Dominion Resources Inc.
- 25,000 25,000 Duke Energy Corp.
- 17,500 17,500 FPL Group
- 75,000 75,000 SCANA Corp.
Total
- 14,000 14,000 Electrical Equipment 1.37% Emerson Electric Co.
85 - 85 Electronics: Semiconductor Applied Materials Inc.
20 - 20 .04% Conexant Systems
100 - 100 Texas Instruments Inc.
Total
- 20,000 20,000 Energy Equipment & Services .91% Baker Hughes
90 - 90 Entertainment .01% The Walt Disney Co.
75 - 75 Financial Services .07% American Express Co.
110 - 110 Morgan Stanley Dean Witter & Co.
440 - 440 Schwab (Charles) Corp.
Total

50 - 50 Financial: Miscellaneous .01% Fannie Mae
50 - 50 Freddie Mac
Total
- 30,000 30,000 Food 2.74% Heinz H.J. Co.
100 - 100 Safeway Inc.
- 20,000 20,000 Sara Lee Corp.
60 - 60 Sysco Corp.
Total
- 6,500 6,500 Health Care Management Services 1.66% Cigna Corp.
- 16,000 16,000 Columbia HCA Healthcare Corp.
Total
50 - 50 Health Care Products .01% Guidant Corp.
- 32,000 32,000 Insurance 5.60% ACE Ltd.
- 37,000 37,000 AON Corp.
- 15,000 15,000 American General Corp.
260 - 260 American International Group Inc.
- 19,000 19,000 St. Paul Co. Inc.
Total
300 - 300 Leisure .02% Carnival Corp.
- 15,000 15,000 Machinery: Agriculture 1.21% Deere & Co.
- 20,000 20,000 Metals & Minerals .75% Newmont Mining Corp.

100 - 100 Miscellaneous: Business & Consumer .01% Viacom Inc.
325 - 325 Multi-Sector Co. .08% General Electric Co.
50 - 50 Office Supplies .02% Avery Dennison Corp.
100 - 100 Lexmark International Group
10 - 10 Staples Inc.
Total
50 6,000 6,050 Oil: Integrated International 7.69% Chevron Corp.
250 33,000 33,250 Exxon Mobil Corp.
- 17,000 17,000 Texaco Inc.
Total
55 - 55 Oil: Pipelines .01% Enron Corp.
- 15,000 15,000 Paper and Forest Products Champion International Corp.
- 15,000 15,000 2.93% International Paper Co.
Total

- 12,000 12,000 Publishing 3.07% Dow Jones & Co. Inc.
200 5,000 5,200 Gannett Co. Inc.
285 13,000 13,285 Tribune Co.
Total
60 - 60 Restaurants .00% Starbucks Corp.
75 - 75 Retail 1.54% Best Buy Co. Inc.
- 20,000 20,000 Consolidated Stores Corp.
- 12,500 12,500 Federated Department Store Inc.
415 - 415 Wal Mart Stores Inc.
175 - 175 Walgreen Co.
Total
50 - 50 Retail: Specialty .07% Ebay Inc.
525 - 525 Home Depot Inc.
Total

25 - 25 Technology .01% Exodus Communications
350 - 350 Telecommunications Equipment .04% Vodafone Airtouch plc ADR
100 - 100 Telecommunications 2.23% 3Com. Corp.
- 7,500 7,500 Alltel Corp.
- 10,500 10,500 Bell Atlantic Corp.
35 - 35 Comcast Corp.
75 - 75 Motorola Inc.
50 - 50 Network Appliance Inc.
150 - 150 Nokia Corp. ADR
100 - 100 Nortel Network
100 - 100 SBC Communications Inc.
Total
200 25,000 25,200 Telephone: Long Distance 2.47% AT&T Corp.
325 - 325 MCI WorldCom Inc.
Total
- 2,500 2,500 Transportation: Miscellaneous .27% United Parcel Service Inc. Class B
Total Investments in Common Stocks
(Cost $ 41,870,668)
- -----------------------------------------------------------------------------------------------------------------------------------
U.S. Government and Agency Issues 19.91%
- ------------------------------------------------------------------------------------------------------------------------------------
- 11,000,000 11,000,000 U.S. Treasury Strip due 5/15/2000
(Cost $10,723,126)
Total Long-Term Investments 102.16%
(Cost $52,593,794)
- -----------------------------------------------------------------------------------------------------------------------------------
Short-Term Investments 1.14%
- -----------------------------------------------------------------------------------------------------------------------------------
20,000 - 20,000 FC Discount (5.72% due 2/1/2000)
- 600,000 600,000 FHLMC Discount (5 3/4% due 2/1/2000)
Total Short-Term Investments
(Cost $620,000)
Total Investments 103.30%
(Cost $53,213,794)
Other Assets and Liabilities 3.30%
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets 100.00%
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Investments in Common Stocks 82.25%
- ----------------------------------------------------------------------------------------------------------------------------------

Investments Fund Fund Total
Advertising .01% DoubleClick Inc. 4,941 - $ 4,941
Aerospace 3.25% Boeing Co. - 797,625 797,625
Honeywell International Inc. 10,800 960,000 970,800
Total 10,800 1,757,625 1,768,425
Aluminum 1.54% Alcoa Inc. - 836,250 836,250
Auto Parts: Original
Equipment .46% Eaton Corp. - 250,031 250,031
Automobiles 2.00% General Motors Corp. - 1,085,906 1,085,906
Banks: Money Center Bank of New York 2,031 - 2,031
1.45% Chase Manhattan Corp. 8,044 764,156 772,200
Citigroup 14,934 - 14,934
Total 25,009 764,156 789,165
Banks: Regional 5.82% First Security Corp. - 569,250 569,250
First Tennessee National Corp. - 496,375 496,375
Mellon Financial Corp. - 1,132,312 1,132,312
Wells Fargo Co. 4,000 960,000 964,000
Zions Bancorp. 1,478 - 1,478
Total 5,478 3,157,937 3,163,415
Beverages .05% Coca Cola Co. Inc. 29,580 - 29,580
Broadcasting .01% Clear Channel Communications 6,478 - 6,478
Brokers .01% Lehman Brothers Holding 3,575 - 3,575
Business Services .00% Ariba Inc. 1,626 - 1,626
Cable Services 1.56% MediaOne Group Inc. - 834,750 834,750
Time Warner Inc. 13,190 - 13,190
Total 13,190 834,750 847,940
Chemicals 3.85% Dow Chemical Co. - 1,165,000 1,165,000
Rohm & Haas Co. - 929,500 929,500
Total - 2,094,500 2,094,500
Communications Services .07% America Online Inc. 21,352 - 21,352
Yahoo Inc. 16,103 - 16,103
Total 37,455 - 37,455
Communications Corning Inc. 56,301 - 56,301
Technology .50% Loral Space & Communications - 196,250 196,250
Lucent Technologies Inc. 13,812 - 13,812
QUALCOMM Inc. 5,715 - 5,715
Total 75,828 196,250 272,078
Computer Services 3.65% Ceridian Corp. 1,600 464,000 465,600
Computer Sciences Corp. 9,187 459,375 468,562
Unisys Corp. - 1,051,875 1,051,875
Total 10,787 1,975,250 1,986,037
Computer: Hardware 1.59% Compaq Computer Corp. 6,022 725,438 731,460
EMC Corp. 47,925 - 47,925
Hewlett-Packard Co. 10,825 - 10,825
Intel Corp. 34,628 - 34,628
International Business Machines Corp. 27,486 - 27,486
JDS Uniphase Corp. 1,936 - 1,936
Solectron Corp. 7,263 - 7,263
Total 136,085 725,438 861,523
Computer: Software 2.83% Automatic Data Processing 2,372 - 2,372
Cadence Design Systems Inc. - 309,375 309,375
Computer Associates International,
Inc. 6,869 686,875 693,744
Comverse Tech 3,584 - 3,584
Electronic Data Systems Corp. 5,072 - 5,072
Microsoft Corp. 47,469 - 47,469
Novell Inc. 6,675 6,675
Oracle Corp. 19,981 449,578 469,559
Total 92,022 1,445,828 1,537,850
Computer Technology .18% Cisco Systems Inc. 52,560 - 52,560
Dell Computer Corp. 30,558 - 30,558
Seagate Technology Inc. 2,604 - 2,604
Sun Microsystems Inc. 10,606 - 10,606
Total 96,328 - 96,328
Conglomerates 1.73% Minnesota Mining & Manufacturing Co. 5,617 936,250 941,867
Copper 1.18% Phelps Dodge Corp. - 639,375 639,375
Cosmetics & Toiletries .04% Procter & Gamble 23,201 - 23,201
Data Processing Equipment & Components 1.63% First Data Corp. 2,944 883,125 886,069
Diversified: Manufacturing .06% Tyco International Ltd. 33,131 - 33,131
Drugs 3.99% American Home Products Corp. - 800,063 800,063
Amgen Inc. 13,693 - 13,693
Bristol-Myers Squibb Co. 13,860 429,000 442,860
Johnson & Johnson 13,770 13,770
Merck & Co. Inc. 14,580 - 14,580
Pfizer Inc. 14,550 - 14,550
Pharmacia & Upjohn Inc. - 846,000 846,000
Warner-Lambert Co. 22,785 - 22,785
Total 93,238 2,075,063 2,168,301
Electric Power 9.90% Carolina Power & Light Co. - 322,500 322,500
Dominion Resources Inc. - 835,000 835,000
Duke Energy Corp. - 1,443,750 1,443,750
FPL Group - 738,281 738,281
SCANA Corp. - 2,039,063 2,039,063
Total - 5,378,594 5,378,594
Electrical Equipment 1.42% Emerson Electric Co. - 770,875 770,875
Electronics: Semiconductor Applied Materials Inc. 11,666 - 11,666
.04% Conexant Systems 1,690 - 1,690
Texas Instruments Inc. 10,788 - 10,788
Total 24,144 - 24,144
Energy Equipment & Services .91% Baker Hughes - 492,500 492,500
Entertainment .01% The Walt Disney Co. 3,268 - 3,268
Financial Services .07% American Express Co. 12,361 - 12,361
Morgan Stanley Dean Witter & Co. 7,288 - 7,288
Schwab (Charles) Corp. 15,868 - 15,868
Total 35,517 - 35,517

Financial: Miscellaneous .01% Fannie Mae 2,997 - 2,997
Freddie Mac 2,509 - 2,509
Total 5,506 - 5,506
Food 2.74% Heinz H.J. Co. - 1,115,625 1,115,625
Safeway Inc. 3,819 - 3,819
Sara Lee Corp. - 368,750 368,750
Sysco Corp. 2,134 - 2,134
Total 5,953 1,484,375 1,490,328
Health Care Management Services 1.66% Cigna Corp. - 466,375 466,375
Columbia HCA Healthcare Corp. - 437,000 437,000
Total - 903,375 903,375
Health Care Products .01% Guidant Corp. 2,631 - 2,631
Insurance 5.60% ACE Ltd. - 566,000 566,000
AON Corp. - 957,375 957,375
American General Corp. - 921,563 921,563
American International Group Inc. 27,073 - 27,073
St. Paul Co. Inc. - 573,562 573,562
Total 27,073 3,018,500 3,045,573
Leisure .02% Carnival Corp. 13,519 - 13,519
Machinery: Agriculture 1.21% Deere & Co. - 655,312 655,312
Metals & Minerals .75% Newmont Mining Corp. - 407,500 407,500

Miscellaneous: Business & Consumer .01% Viacom Inc. 5,538 - 5,538
Multi-Sector Co. .08% General Electric Co. 43,347 - 43,347
Office Supplies .02% Avery Dennison Corp. 3,388 - 3,388
Lexmark International Group 9,425 - 9,425
Staples Inc. 238 - 238
Total 13,051 - 13,051
Oil: Integrated International 7.69% Chevron Corp. 4,178 501,375 505,553
Exxon Mobil Corp. 20,875 2,755,500 2,776,375
Texaco Inc. - 898,875 898,875
Total 25,053 4,155,750 4,180,803
Oil: Pipelines .01% Enron Corp. 3,709 - 3,709
Paper and Forest Products Champion International Corp. - 877,500 877,500
2.93% International Paper Co. - 714,375 714,375
Total - 1,591,875 1,591,875

Publishing 3.07% Dow Jones & Co. Inc. - 744,000 744,000
Gannett Co. Inc. 13,900 347,500 361,400
Tribune Co. 12,023 548,438 560,461
Total 25,923 1,639,938 1,665,861
Restaurants .00% Starbucks Corp. 1,920 - 1,920
Retail 1.54% Best Buy Co. Inc. 3,581 - 3,581
Consolidated Stores Corp. - 285,000 285,000
Federated Department Store Inc. - 520,313 520,313
Wal Mart Stores Inc. 22,721 - 22,721
Walgreen Co. 4,834 - 4,834
Total 31,136 805,313 836,449
Retail: Specialty .07% Ebay Inc. 7,503 - 7,503
Home Depot Inc. 29,728 - 29,728
Total 37,231 - 37,231

Technology .01% Exodus Communications 2,872 - 2,872
Telecommunications Equipment .04% Vodafone Airtouch plc ADR 19,600 - 19,600
Telecommunications 2.23% 3Com. Corp. 5,075 - 5,075
Alltel Corp. - 500,625 500,625
Bell Atlantic Corp. - 650,344 650,344
Comcast Corp. 1,610 - 1,610
Motorola Inc. 10,256 - 10,256
Network Appliance Inc. 5,019 - 5,019
Nokia Corp. ADR 27,450 - 27,450
Nortel Network 9,563 - 9,563
SBC Communications Inc. 4,313 - 4,313
Total 63,286 1,150,969 1,214,255
Telephone: Long Distance 2.47% AT&T Corp. 10,550 1,318,750 1,329,300
MCI WorldCom Inc. 14,930 - 14,930
Total 25,480 1,318,750 1,344,230
Transportation: Miscellaneous .27% United Parcel Service Inc. Class B - 148,750 148,750
Total Investments in Common Stocks
(Cost $ 41,870,668) 1,123,070 43,580,110 44,703,180
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. Government and Agency Issues 19.91%
- -----------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Strip due 5/15/2000 - 10,823,010 10,823,010
(Cost $10,723,126)
Total Long-Term Investments 102.16%
(Cost $52,593,794) 1,123,070 54,003,120 54,403,120
- -----------------------------------------------------------------------------------------------------------------------------------
Short-Term Investments 1.14%
- -----------------------------------------------------------------------------------------------------------------------------------
FC Discount (5.72% due 2/1/2000) 20,000 - 20,000
FHLMC Discount (5 3/4% due 2/1/2000) - 600,000 600,000
Total Short-Term Investments 20,000 600,000 620,000
Total Investments 103.30%
(Cost $53,213,794) 1,143,070 55,003,120 56,146,190
- -----------------------------------------------------------------------------------------------------------------------------------
Other Assets and Liabilities 3.30% (16,058) 420,635 277,658
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets 100.00% 1,127,012 55,423,755 56,423,848
- -----------------------------------------------------------------------------------------------------------------------------------
ADR American Deposito+A23ry Receipt
See Notes to Pro-Forma Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO-FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 2000
(UNAUDITED)

Large-Cap Growth Equity Pro-Forma Pro-Forma
Fund* Fund Adjustments Combined

ASSETS
Investments, at value* $ 1,143,070 $ 55,003,120 $ 56,146,190
Cash 11,107 100,544 111,651
Receivable for Capital Shares Sold 21,000 - 21,000
Dividends Receivable 282 42,180 42,462
Receivable for Securities Sold 8 2,974,638 2,974,646
Prepaid costs 56,000 - 56,000

Total Assets $ 1,231,467 $ 58,120,482 $ 59,351,949

LIABILITIES
Payable to Manager $ 46,100 $ 31,891 $ 77,991
Payable for Securities Purchased 48,455 2,209,984 2,258,439
Payable for Capital Shares Repurchased - 308,172 308,172
Trustees Fees Payable - 35,141 35,141
Other 9,900 111,539 55,000 (1) 176,439
Dividends Payable - - 2,144,568 (2)

Total Liabilities $ 104,455 $ 2,696,727 $ 2,199,568 5,000,750

NET ASSETS
Paid in Capital $ 1,096,099 $ 50,377,334 $ (55,000)(1) $ 51,418,433
Accumulated Net Realized Gain (Loss) (312) 2,096,446 (2,096,446) (2) (312)
Undistributed net investment income 682 528,692 (71,919)(2) 457,455
Net Unrealized Appreciation of Investments 30,543 2,901,853 2,932,396
Net Assets, January 31, 2000 $ 1,127,012 $ 55,423,755 $(2,199,568) 54,351,199

Class A - Net Asset Value $10.32 $27.71 $10.31
Maximum Sales Charge 5.75% 5.50% 5.75%
Maximum Offering Price $10.95 $29.32 $10.94
Shares Outstanding 108,725 1,999,974 5,271,221
Class B - Net Asset Value $10.32 $10.32
Shares Outstanding 113 113
Class C - Net Asset Value $10.32 $10.32
Shares Outstanding 113 113
Class P - Net Asset Value $10.32 $10.32
Shares Outstanding 113 113
Class Y - Net Asset Value $10.32 $10.32
Shares Outstanding 113 113
*Cost $ 1,112,527 $ 52,101,267 $ 53,213,794

(1) Reflects the charge for estimated Reorganization expenses of $55,000
(2) See explanation of adjustments on the Combined Pro-Forma Statement of Operations

See Combined Notes to Financial Statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PRO-FORMA COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED JANUARY 31, 2000
(UNAUDITED)

Large-Cap Growth Equity Pro-Forma Pro-Forma
Fund* Fund Adjustments ** Combined
Investment Income
Dividends $ 682 $ 946,393 $ 947,075
Interest 0 989,465 989,465
Total Income 682 1,935,858 1,936,540

Expense
Management fee 1,043 401,456 61,762 (1) 464,261
Management fee waived (1,043) 0 1,043 (2) 0
Registration 0 0 56,000 (3) 56,000
Shareholder servicing 100 93,939 94,039
12b-1 distribution plan - Class A 0 154,406 61,762 (4) 216,168
Professional 5,200 35,994 41,194
Insurance 0 118,148 (118,148) (5) 0
Reports to shareholders 3,200 20,354 23,554
Other 1,400 4,460 (400) (6) 5,460
Total Expenses before reimbursements 9,900 828,757 62,019 900,676
Expenses reimbursed by Lord Abbett (9,900) 0 9,900 (7) 0
Net Expenses 0 828,757 71,919 900,676

Net Investment Income (Loss) 682 1,107,101 (71,919) 1,035,864

Realized & Unrealized Gain(Loss) on Investments
Net realized gain (loss) from investment transactions (312) 10,417,621 10,417,309
Net change in unrealized appreciation/depreciation of investments 30,543 (10,733,231) (10,702,688)
Net realized and unrealized gain (loss) on investments 30,231 (315,610) (285,379)
Net Increase in Net Assets Resulting from Operations $ 30,913 $ 791,491 $ (71,919) $ 750,485

* For the Period from December 15, 1999 (commencement of operations) to January 31, 2000
** This Pro Forma Combined Statement of Operations excludes non-recurring estimated Reorganization expenses of $55,000.

(1) Adjustment to reflect increase in management fee on Equity Fund from .65% to .75% of average net assets.
(2) Adjustment to reflect elimination of voluntary management fee waiver.
(3) Adjustment to reflect increase in registration fees.
(4) Adjustment to reflect increase in 12b-1 fees from .25% to .35% of Class A average net assets.
(5) Adjustment to reflect elimination of insurance expense.
(6) Adjustment to reflect elimination of duplicative expenses.
(7) Adjustment to reflect elimination of voluntary expense reimbursements by Lord Abbett.

See Combined Notes to Financial Statements
</TABLE>
<PAGE>

Combined Notes to Financial Statements

1. Significant Accounting Policies. The accompanying financial statements
represent the pro-forma combined financial statements of Lord Abbett Large-Cap
Growth Fund (the Fund, which term as used herein shall refer to the Large-Cap
Growth Fund after giving effect to the Reorganization) and the Lord Abbett
Equity Fund. The Fund, organized as a Delaware business trust on September 29,
1999, is registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. These unaudited financial statements
reflect all adjustments that are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. The financial
statements have been prepared in conformity with generally accepted accounting
principles, which require management to make certain estimates and assumptions
at the date of the financial statements. The following is a summary of the
significant accounting policies followed by the Fund: (a) Security valuation is
determined as follows: Portfolio securities listed or admitted to trading
privileges on any national securities exchange are valued at the last sales
price on the principal securities exchange on which such securities are traded,
or, if there is no sale, at the mean between the last bid and asked prices on
such exchange, or, in the case of bonds, in the over-the-counter market if, in
the judgment of the Funds officers, that market more accurately reflects the
market value of the bonds. Securities traded only in the over-the-counter market
are valued at the mean between the last bid and asked prices, except that
securities admitted to trading on the NASDAQ National Market System are valued
at the last sales price if it is determined that such price more accurately
reflects the value of such securities. Short-term securities are valued at
amortized cost (which approximates market value) if the maturity is 60 days or
less at the time of purchase, or market value if the maturity is greater than 60
days. Securities for which market quotations are not available are valued at
fair value under procedures approved by the Board of Trustees; ( b ) It is the
policy of the Fund to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable income. Therefore, no federal income tax provision is required; (c)
Security transactions are accounted for on the date that the securities are
purchased or sold (trade date). Realized gains and losses from investment
transactions are calculated on the identified cost basis. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Interest
income is recorded on the accrual basis. Net investment income (other than
distribution and service fees) and realized and unrealized gains or losses are
allocated to each class of shares based upon the relative proportion of net
assets at the beginning of the day.

2. Management Fee and Other Transactions with Affiliates. The Fund has a
management agreement with Lord, Abbett & Co. (Lord Abbett) pursuant to which
Lord Abbett supplies the Fund with investment management services and executive
and other personnel, pays the remuneration of officers, provides office space
and pays for ordinary and necessary office and clerical expenses relating to
research, statistical work and the supervision of the Fund's investment
portfolio. The management fee is based on average daily net assets for each
month at the annual rate of 0.75% of average daily net assets. The Fund has Rule
12b-1 plans and agreements (the Class A , Class B, Class C and Class P Plans)
with Lord Abbett Distributor LLC ( Distributor ), an affiliate of Lord Abbett.
The Fund makes payments to Distributor which uses or passes on such payments to
authorized institutions. Pursuant to the Class A Plan, the Fund pays Distributor
(1) an annual service fee of 0.25% of average daily net assets, (2) a one-time
distribution fee of up to 1% on certain qualifying purchases and (3) an annual
distribution fee of 0.10% of the average daily net asset value of Class A
shares. Pursuant to the Class B and Class C Plans, the Fund pays Distributor an
annual service and distribution fee of 0.25% and 0.75%, respectively, of the
average daily net asset value of the Class B shares. Pursuant to the Class P
Plan, the Fund pays Distributor an annual service and distribution fee of 0.20%
and 0.25 % , respectively, of the average daily net asset value of the Class P
shares. Class Y does not have a Plan. Certain of the Funds officers and trustees
have an interest in Lord Abbett.

3. Trustees Remuneration. The Trustees of the Fund associated with Lord Abbett
and all officers of the Fund receive no compensation from the Fund for acting as
such. Outside Trustees fees and retirement costs are allocated among all funds
in the Lord Abbett group based on the net assets of each fund. Trustees fees
payable at January 31, 2000, under a deferred compensation plan, were $33,000.

<PAGE>

- --------------------------------------------------------------------------------
PART C OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 15 Indemnification

The Registrant is a Delaware Business Trust established under Chapter 38 of
Title 12 of the Delaware Code. The Registrant's Declaration and Instrument of
Trust at Section 4.3 relating to indemnification of Trustees, officers, etc.
states the following. The Trust shall indemnify each of its Trustees, officers,
employees and agents (including any individual who serves at its request as
director, officer, partner, trustee or the like of another organization in which
it has any interest as a shareholder, creditor or otherwise) against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by him or her in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body in which he or she may be
or may have been involved as a party or otherwise or with which he or she may be
or may have been threatened, while acting as Trustee or as an officer, employee
or agent of the Trust or the Trustees, as the case may be, or thereafter, by
reason of his or her being or having been such a Trustee, officer, employee or
agent, except with respect to any matter as to which he or she shall have been
adjudicated not to have acted in good faith in the reasonable belief that his or
her action was in the best interests of the Trust or any Series thereof.
Notwithstanding anything herein to the contrary, if any matter which is the
subject of indemnification hereunder relates only to one Series (or to more than
one but not all of the Series of the Trust), then the indemnity shall be paid
only out of the assets of the affected Series. No individual shall be
indemnified hereunder against any liability to the Trust or any Series thereof
or the Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. In addition, no such indemnity shall be provided with respect to any
matter disposed of by settlement or a compromise payment by such Trustee,
officer, employee or agent, pursuant to a consent decree or otherwise, either
for said payment or for any other expenses unless there has been a determination
that such compromise is in the best interests of the Trust or, if appropriate,
of any affected Series thereof and that such Person appears to have acted in
good faith in the reasonable belief that his or her action was in the best
interests of the Trust or, if appropriate, of any affected Series thereof, and
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. All
determinations that the applicable standards of conduct have been met for
indemnification hereunder shall be made by (a) a majority vote of a quorum
consisting of disinterested Trustees who are not parties to the proceeding
relating to indemnification, or (b) if such a quorum is not obtainable or, even
if obtainable, if a majority vote of such quorum so directs, by independent
legal counsel in a written opinion, or (c) a vote of Shareholders (excluding
Shares owned of record or beneficially by such individual). In addition, unless
a matter is disposed of with a court determination (i) on the merits that such
Trustee, officer, employee or agent was not liable or (ii) that such Person was
not guilty of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office, no
indemnification shall be provided hereunder unless there has been a
determination by independent legal counsel in a written opinion that such Person
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.

The Trustees may make advance payments out of the assets of the Trust or, if
appropriate, of the affected Series in connection with the expense of defending
any action with respect to which indemnification might be sought under this
Section 4.3. The indemnified Trustee, officer, employee or agent shall give a
written undertaking to reimburse the Trust or the Series in the event it is
subsequently determined that he or she is not entitled to such indemnification
and (a) the indemnified Trustee, officer, employee or agent shall provide
security for his or her undertaking, (b) the Trust shall be insured against
losses arising by reason of lawful advances, or (c)a majority of a quorum of
disinterested Trustees or an independent legal counsel in a written opinion
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification. The rights accruing to any
Trustee, officer, employee or agent under these provisions shall not exclude any
other right to which he or she may be lawfully entitled and shall inure to the
benefit of his or her heirs, executors, administrators or other legal
representatives.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 16 Exhibits

(1) Declaration of Trust is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(2) By-Laws are incorporated by reference to the Initial Registration
Statement on Form N-1A filed on September 30, 1999.
(3) Not applicable.
(4) Reorganization Agreement (filed as Appendix to Prospectus/Proxy
Statement).
(5) Instruments Defining Rights of Security Holders not applicable.
(6) Management Agreement is incorporated by reference to the
Initial Registration Statement on Form N-1A filed on
September 30, 1999.
(7) Distribution Agreement is incorporated by reference to the
Initial Registration Statement on Form N-1A filed on
September 30, 1999.
(8) To be filed by amendment.
(9) Custodian Agreement is incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A filed
on December 28, 1999.
(10) Rule 18f-3 Plan is incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
Rule 12b-1 Plans are incorporated by reference to the Initial
Registration Statement on Form N-1A filed on September 30, 1999.
(11) Tax opinion (to be filed by amendment).
(12) Consent of Deloitte & Touche LLP filed herewith (opinions filed
as part of annual reports of Funds).
(13) Not applicable.
(14) Not applicable.
(15) Not applicable.
(16) Not applicable.
(17) (a) Initial Capital Agreement is incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-1A filed on December 28, 1999.
(b) Financial Data Schedule not applicable.
(c) Financial Statements are incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-1A filed on December 28, 1999, to the Annual Report
to shareholders of the Equity Fund dated August 17, 1999 and
to the Semi-Annual Report to shareholders of the Equity Fund
dated February 7, 2000.
(d) Transfer Agency Agreement is incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-1A filed on December 28,1999.
(e) Proxy Card
(f) Lord Abbett Large-Cap Growth Fund Prospectus dated December
30, 1999
(g) 1999 Semi-Annual Report for the six-months ending November 30,
1999
(h) Lord Abbett Equity Fund 1999 Annual Report

Item 17 Undertakings

(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for
by the applicable registration form for the reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable
form.

(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part
of an amendment to the registration statement and will not
be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the initial bona fide offering of
them.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement
on behalf of the registrant in Jersey City, New Jersey, on the 25th day of
February, 2000

LORD ABBETT LARGE-CAP GROWTH FUND

/s/ Lawrence H. Kaplan
---------------------------
By: Lawrence H. Kaplan
Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

- --------------------------------------------------------------------------------
SIGNATURE TITLE DATE

/s/ Robert S. Dow Chairman, President February 25, 2000
- ------------------ ------------------- -----------------
Robert S. Dow

/s/ E. Thayer Bigelow Director/Trustee February 25, 2000
- --------------------- ---------------- -----------------
E. Thayer Bigelow

/s/ William H. T. Bush Director/Trustee February 25, 2000
- ---------------------- ---------------- -----------------
William H. T. Bush

/s/ Robert B. Calhoun, Jr. Director/Trustee February 25, 2000
- ------------------------- ---------------- -----------------
Robert B. Calhoun, Jr.

/s/ Stewart S. Dixon Director/Trustee February 25, 2000
- -------------------- ---------------- -----------------
Stewart S. Dixon

/s/ John C. Jansing Director/Trustee February 25, 2000
- ------------------- ---------------- -----------------
John C. Jansing

/s/ C. Alan MacDonald Director/Trustee February 25, 2000
- ---------------------- ---------------- -----------------
C. Alan MacDonald

/s/ Hansel B. Millican, Jr. Director/Trustee February 25, 2000
- -------------------------- ---------------- -----------------
Hansel B. Millican, Jr.

/s/ Thomas J. Neff Director/Trustee February 25, 2000
- ------------------ ---------------- -----------------
Thomas J. Neff

/s/ Donna M. McManus Chief Financial Officer February 25, 2000
- -------------------- ----------------------- -----------------
Donna M. McManus

EXHIBIT 12

CONSENT OF INDEPENDENT AUDITORS

Lord Abbett Large-Cap Growth Fund:

We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 811-9597 of Lord Abbett Large-Cap Growth Fund on Form N-14 of our
report dated December 15, 1999, on the Statement of Net Assets of Lord Abbett
Large-Cap Growth Fund as of December 14, 1999 appearing in such Registration
Statement, and of our report dated July 9, 1999 appearing (and incorporated by
reference) in the annual report to shareholders of Lord Abbett Equity Fund for
the year ended May 31, 1999 and to the references to us under the heading
"Agreement and Plan of Reorganization" in the Combined Prospectus/Proxy
Statement and on the cover page of the Statement of Additional Information, both
of which are part of such Registration Statement.

DELOITTE & TOUCHE LLP
New York, New York
February 28, 2000

EXHIBIT 17(e)
<TABLE>
<S> <C>

[X] PLEASE MARK VOTES The undersigned hereby appoints [inset names in capital letters] and each of them
AS IN THIS EXAMPLE 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
Mark box at right if an [ ] special meeting of the stock holders of LORD ABBETT EQUITY FUND on May 31, 2000,
address change or comment has including all adjournments, as specified below, and in their discretion upon such
been noted on the reverse side other business as may properly be brought before the meeting.
of this card.
1. For [ ] or against [ ] or abstain from [ ] 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
CONTROL NUMBER: transfer of all of the assetts 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
For information as to the voting of (c) the subsequent termination of the Equity Fund under state law and the
stock registered in more than one Investment Company Act of 1940.
name, see page 1 of the proxy
statement. When signing the proxy You may vote in any one of four ways: (1) via the Internet at _________ (or by
as attorney, executor, going to _____________ and clicking on "Proxy Voting"); (2) by telephone, with a
administrator, trustee, or guardian, toll-free call to the telephone number listed on your proxy card; (3) by mail,
please indicate the capacity in using the enclosed ballot; or (4) in person at the meeting. We encourage you to
which you are acting. Only vote by Internet or telephone, using the 12-digit "control" number that appears on
authorized officers should sign for your proxy card. These voting methods will save your Fund a good deal of money
corporatations. 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.
Please be sure to sign and
date this Proxy. Date: THE SHARES PRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING AND WILL BE VOTED
IN ACCORDANCE WITH ANY SPECIFICATION ABOVE MADE: IF NO SPECIFICATION IS MADE,
SUCH SHARES SHALL BE VOTED FOR SUCH MATTERS.

- ----Shareholder sign here---

- ----Co-owner sign here------

- -------------------------------------
<PAGE>

<S> <C>

- -------------------------------------------- ---------------------------------------------------
Vote by Telephone Vote by Internet
- -------------------------------------------- ---------------------------------------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.

Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement 1. Read the accompanying Proxy Statement and Proxy
and Proxy Card. Card.
2. Call the toll-free number: 1-___-___-____. 2. Go to website_____________.
For shareholders residing outside the 3. Enter your Control Number printed on your Proxy
United States, call collect on __________. Card.
There is no charge for these calls. 4. Follow the instructions provided.
3. Enter your Control Number printed on your
Proxy Card.
4. Follow the recorded instructions. Your vote is important!

Your vote is important!
Call 1-___-___-____ anytime! Go to http://www.____________ anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet.

</TABLE>

EXHIBIT 17(f)
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:

- --------------------------------------------------------------------------------
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
767 Fifth Avenue New York, NY 10153-0203

On or about January 17, 2000, the new address will be:
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 The General
Motors Building 767 Fifth Avenue New York, NY 10153-0203 On or about January 17,
2000, the new address will be: 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)

<PAGE>

LORD ABBETT

Statement of Additional Information December 30, 1999

LORD ABBETT

Large-Cap Growth Fund

This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities dealer or from Lord Abbett Distributor LLC
("Lord Abbett Distributor") at The General Motors Building, 767 Fifth Avenue,
New York, New York 10153-0203. On or about January 17, 2000, the new address
will be 90 Hudson St., Jersey City, NJ 07302-3973. This Statement of Additional
Information relates to, and should be read in conjunction with, the Prospectus
dated December 30, 1999.

Shareholder inquiries should be made by directly contacting the Fund or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.

1. Investment Policies 2
2. Trustees and Officers 5
3. Investment Advisory and Other Services 9
4. Portfolio Transactions 9
5. Purchases, Redemptions
and Shareholder Services 11
6. Performance 18
7. Taxes 19
8. Information About The Company 20
9. Financial Statements 20

<PAGE>

1.
Investment Policies

The Lord Abbett Large-Cap Growth Fund (the "Company" or the "Fund") is a
diversified open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Act").

FUNDAMENTAL INVESTMENT RESTRICTIONS. The Fund is subject to the following
fundamental investment restrictions, which cannot be changed without approval of
a majority of the Fund's outstanding shares.

The Fund may not:

(1) borrow money, issue senior securities or mortgage, pledge or
hypothecate its assets except to the extent permitted under the Act;

(2) engage in the underwriting of securities, except to the extent that,
in connection with the disposition of its portfolio securities or as
otherwise permitted under applicable law, it may be deemed to be an
underwriter under federal securities laws;

(3) invest more than 25% of the value of its total assets in the
securities of issuers in any particular industry (excluding
obligations issued or guaranteed by the U.S. Government, any state,
territory or possession of the United States, the District of Columbia
or any of their authorities, agencies, instrumentalities or political
subdivisions);

(4) buy or sell real estate (except that the Fund may invest in securities
directly or indirectly secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein)
or commodities or commodity contracts (except to the extent the Fund
may do so in accordance with applicable law and without registering as
a commodity pool operator under the Commodity Exchange Act as, for
example, with futures contracts);

(5) make loans, except that the acquisition of or investment in debt
securities, repurchase agreements or similar instruments shall not be
subject to this restriction, and except further that the Fund may lend
its portfolio securities, provided that the lending of portfolio
securities may be made only in accordance with applicable law; and

(6) with respect to 75% of the value of the total assets of the Fund, (i)
buy securities of any one issuer representing more than 5% of the
value of its total assets, except securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalities or (ii) own
more than 10% of the voting securities of such issuer.

Compliance with the investment restrictions in this section 1 will be determined
at the time of the purchase or sale of the portfolio investments.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. In addition to policies in the
Prospectus and the investment restrictions above which cannot be changed without
shareholder approval, the Fund is also subject to the following non-fundamental
investment policies which may be changed by the Board of Trustees without
shareholder approval.

The Fund may not:

(1) make short sales of securities or maintain a short position except to
the extent permitted by applicable law;

(2) invest knowingly more than 15% of its net assets (at the time of
investment) in illiquid securities, except for securities qualifying
for resale under Rule 144A of the Securities Act of 1933 ("Rule 144A")
deemed to be liquid by the Board of Trustees;

<PAGE>

(3) invest in the securities of other investment companies as defined in
the Act, except as permitted by applicable law;

(4) write, purchase or sell puts, calls, straddles, spreads or
combinations thereof, except to the extent permitted in the Fund's
Prospectus and statement of additional information, as they may be
amended from time to time; and

(5) buy from or sell to any of the Fund's officers, trustees, employees,
or its investment adviser any securities other than shares of the
Fund.

Rights And Warrants. The Fund may invest in rights and warrants to purchase
securities, including warrants which are not listed on the NYSE or American
Stock Exchange in an amount not to exceed 5% of the value of the Fund's gross
assets.

Rights represent a privilege offered to holders of record of issued securities
to subscribe (usually on a pro rata basis) for additional securities of the same
class, of a different class or of a different issuer, as the case may be.
Warrants represent the privilege to purchase securities at a stipulated price
and are usually valid for several years. Rights and warrants generally do not
entitle a holder to dividends or voting rights with respect to the underlying
securities nor do they represent any rights in the assets of the issuing
company.

Also, the value of a right or warrant may not necessarily change with the value
of the underlying securities and rights and warrants cease to have value if they
are not exercised prior to their expiration date.

OPTIONS AND FINANCIAL FUTURES TRANSACTIONS. The Fund may engage in options and
financial futures transactions in accordance with its investment objective and
policies. Although the Fund is not currently employing such options and
financial futures transactions, it may engage in such transactions in the future
if it appears advantageous to us to do so, in order to cushion the effects of
fluctuating interest rates and adverse market conditions. The use of options and
financial futures, and possible benefits and attendant risks, are discussed
below, along with information concerning certain other investment policies and
techniques.

FINANCIAL FUTURES CONTRACTS. The Fund may enter into contracts for the future
delivery of a financial instrument, such as a security or the cash value of a
securities index. This investment technique is designed primarily to hedge
(i.e., protect) against anticipated future changes in interest rates or market
conditions which otherwise might adversely affect the value of securities which
the Fund holds or intends to purchase. A "sale" of a futures contract means the
undertaking of a contractual obligation to deliver the securities or the cash
value of an index called for by the contract at a specified price during a
specified delivery period. A "purchase" of a futures contract means the
undertaking of a contractual obligation to acquire the securities or cash value
of an index at a specified price during a specified delivery period. At the time
of delivery pursuant to the contract, adjustments are made to recognize
differences in value arising from the delivery of securities which differ from
those specified in the contract. In some cases, securities called for by a
futures contract may not have been issued at the time the contract was written.
The Fund will not enter into any futures contracts or options on futures
contracts if the aggregate of the market value of the securities covered by such
outstanding contracts and options would exceed 50% of its total assets.

Although some financial futures contracts by their terms call for the actual
delivery or acquisition of securities, in most cases, a party will close out the
contractual commitment before delivery without having to make or take delivery
of the security by purchasing (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, if effected through a member of an exchange, cancels the
obligation to make or take delivery of the securities. All transactions in the
futures market are made, offset or fulfilled through a clearing house associated
with the exchange on which the contracts are traded. The Fund will incur
brokerage fees when it purchases or sells contracts and will be required to
maintain margin deposits. At the time it enters into a futures contract, it is
required to deposit with the custodian, on behalf of the broker, a specified
amount of cash or eligible securities called "initial margin." The initial
margin required for a futures contract is set by the exchange on which the
contract is traded. Subsequent payments, called "variation margin," to and from
the broker are made on a daily basis as the market price of the futures contract
fluctuates. The costs incurred in connection with futures transactions could

<PAGE>

reduce our return. Futures contracts entail risks. If the investment adviser's
judgment about the general direction of interest rates or markets is wrong, the
overall performance may be poorer than if no such contracts had been entered
into.

There may be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged. The degree of difference in
price movements between futures contracts and the securities (or securities
indices) being hedged depends upon such things as variations in demand for
futures contracts and securities underlying the contracts and differences
between the liquidity of the markets for such contracts and the securities
underlying them. In addition, the market prices of futures contracts may be
affected by certain factors not directly related to the underlying securities.
At any given time, the availability of futures contracts, and hence their
prices, are influenced by credit conditions and margin requirements. Due to the
possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of market
trends by the investment adviser may not result in a successful hedging
transaction.

CALL OPTIONS ON STOCK. The Fund may, from time to time, write call options on
its portfolio securities. The Fund may write only call options which are
"covered," meaning that the Fund either owns the underlying security or has an
absolute and immediate right to acquire that security, without additional cash
consideration, upon conversion or exchange of other securities currently held in
its portfolio. In addition, the Fund will not permit the call to become
uncovered prior to the expiration of the option or termination through a closing
purchase transaction as described below. If the Fund writes a call option, the
purchaser of the option has the right to buy (and the Fund has the obligation to
sell) the underlying security at the exercise price throughout the term of the
option. The amount paid to the Fund by the purchaser of the option is the
"premium." The Fund's obligation to deliver the underlying security against
payment of the exercise price would terminate either upon expiration of the
option or earlier if the Fund were to effect a "closing purchase transaction"
through the purchase of an equivalent option on an exchange. There can be no
assurance that a closing purchase transaction can be effected. The Fund does not
intend to write covered call options with respect to securities with an
aggregate market value of more than 5% of its gross assets at the time an option
is written.

The Fund will not be able to effect a closing purchase transaction after it
receives notice of exercise. In order to write a call option, the Fund is
required to comply with the rules of The Options Clearing Corporation and the
various exchanges with respect to collateral requirements. The Fund may not
purchase call options except in connection with a closing purchase transaction.
It is possible that the cost of effecting a closing purchase transaction may be
greater than the premium received by the Fund for writing the option.

Generally, the Fund intends to write listed covered call options during periods
when it anticipates declines in the market values of portfolio securities
because the premiums received may offset to some extent the decline in the
Fund's net asset value occasioned by such declines in market value. Except as
part of the "sell discipline" described below, the Fund will generally not write
listed covered call options when it anticipates that the market values of its
portfolio securities will increase.

One reason for the Fund to write call options is as part of a "sell discipline."
If the Fund decides that a portfolio security would be overvalued and should be
sold at a certain price higher than the current price, it could write an option
on the stock at the higher price. Should the stock subsequently reach that price
and the option be exercised, the Fund would, in effect, have increased the
selling price of that stock, which it would have sold at that price in any
event, by the amount of the premium. In the event the market price of the stock
declined and the option were not exercised, the premium would offset all or some
portion of the decline. It is possible that the price of the stock could
increase beyond the exercise price; in that event, the Fund would forego the
opportunity to sell the stock at that higher price.

In addition, call options may be used as part of a different strategy in
connection with sales of portfolio securities. If, in the judgment of the Fund
Management, the market price of a stock is overvalued and it should be sold, the
Fund may elect to write a call option with an exercise price substantially below
the current market price. As long as the value of the underlying security
remains above the exercise price during the term of the option, the option will,
in all probability, be exercised, in which case the Fund will be required to
sell the stock at the exercise price. If the sum of the premium and the exercise
price exceeds the market price of the stock at the time the call option is
written, the Fund would,

<PAGE>

in effect, have increased the selling price of the stock. The Fund would not
write a call option in these circumstances if the sum of the premium and the
exercise price were less than the current market price of the stock.

PUT OPTIONS ON STOCK. The Fund may also write listed put options. If the Fund
writes a put option, it is obligated to purchase a given security at a specified
price at any time during the term of the option.

Writing listed put options is a useful portfolio investment strategy when the
Fund has cash or other reserves available for investment as a result of sales of
Fund shares or, more importantly, because Fund Management believes a more
defensive and less fully invested position is desirable in light of market
conditions. If the Fund Management wishes to invest its cash or reserves in a
particular security at a price lower than current market value, it may write a
put option on that security at an exercise price which reflects the lower price
it is willing to pay. The buyer of the put option generally will not exercise
the option unless the market price of the underlying security declines to a
price near or below the exercise price. If the Fund writes a listed put, the
price of the underlying stock declines and the option is exercised, the premium,
net of transaction charges, will reduce the purchase price paid by the Fund for
the stock. The price of the stock may decline by an amount in excess of the
premium, in which event the Fund would have foregone an opportunity to purchase
the stock at a lower price.

If, prior to the exercise of a put option, the Fund determines that it no longer
wishes to invest in the stock on which the put option had been written, the Fund
may be able to effect a closing purchase transaction on an exchange by
purchasing a put option of the same series as the one which it has previously
written. The cost of effecting a closing purchase transaction may be greater
than the premium received on writing the put option and there is no guarantee
that a closing purchase transaction can be effected.

The Fund may only write covered put options to the extent that cover for such
options does not exceed 15% of its 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.

Unless the Fund has other liquid assets that are sufficient to satisfy the
exercise of a call, the Fund would be required to liquidate portfolio securities
in order to satisfy the exercise. Because an exercise must be settled within
hours after receiving the notice of exercise, if the Fund fails to anticipate an
exercise, it may have to borrow (in amounts not exceeding 20% of the Fund's
total assets) pending settlement of the sale of securities in its portfolio and
would incur interest charges thereon.

When the Fund has written a call, there is also a risk that the market may
decline between the time the call is written and the time the Fund is able to
sell stocks in its portfolio. As with stock options, the Fund will not learn
that an index option has been exercised until the day following the exercise
date but, unlike a call on stock where the Fund would be able to deliver the
underlying securities in settlement, the Fund may have to sell part of its stock
portfolio in order to make settlement in cash, and the price of such stocks
might decline before they can be sold. This timing risk makes certain strategies
involving more than one option substantially more risky with index options than
with stock options. For example, even if an index call which the Fund has
written is "covered" by an index call held by the Fund with the same strike
price, the Fund will bear the risk that the level of the index may decline
between the close of trading on the date the exercise notice is filed with the
clearing corporation and the close of trading on the date the Fund exercises the
call it holds or the time the Fund sells the call which in either case would
occur no earlier than the day following the day the exercise notice was filed.

Trustees And Officers

The Board of Trustees of the Fund is responsible for the management of the
business and affairs of the Fund.

The following trustee is a partner of Lord, Abbett & Co. ("Lord Abbett"), The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been associated with Lord Abbett for over five years and is also an officer,
director, or trustee of thirteen other Lord Abbett-sponsored funds.

<PAGE>

*Robert S. Dow, age 54, Chairman and President

*Mr. Dow is an "interested person" as defined in the Act.

The following outside trustees are also directors or trustees of thirteen other
Lord Abbett-sponsored funds referred to above.

E. Thayer Bigelow, Trustee
Time Warner Inc.
1271 Avenue of the Americas
New York, New York

Senior Adviser, Time Warner Inc. (since 1998). Formerly, Acting Chief Executive
Officer of Courtroom Television Network (1997 - 1998). Formerly, President and
Chief Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997).
Prior to that, President and Chief Operating Officer of Home Box Office, Inc.
Age 58.

William H.T. Bush, Trustee
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri

Co-founder and Chairman of the Board of financial advisory firm of
Bush-O'Donnell & Company (since 1986). Age 61.

Robert B. Calhoun, Jr., Trustee

Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing Director of Monitor Clipper Partners (since 1997) and President of The
Clipper Group L.P., both private equity investment funds (since 1990). Age 57.

Stewart S. Dixon, Trustee

Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois

Partner in the law firm of Wildman, Harrold, Allen & Dixon (since 1990). Age 68.

John C. Jansing, Trustee

162 S. Beach Road
Hobe Sound, Florida

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.

C. Alan MacDonald, Trustee
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut

<PAGE>

career spans 36 years at Stouffers and Nestle with 18 of the years as Chief
Executive Officer. Currently serves as Director of DenAmerica Corp., J. B.
Williams Company, Inc., Fountainhead Water Company and Exigent Diagnostics. Age
66.

Hansel B. Millican, Jr., Trustee

Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company (since 1991).
Age 71.

Thomas J. Neff, Trustee

Spencer Stuart
277 Park Avenue
New York, New York

Chairman of Spencer Stuart, an executive search consulting firm (since 1976).
Currently serves as a Director of Ace, Ltd. (NYSE). Age 62.

The second column of the following table sets forth the compensation accrued for
outside trustees. The third column sets forth information with respect to the
pension or retirement benefits accrued for outside directors/trustees maintained
by the Lord Abbett-sponsored funds. No director/trustee of the funds associated
with Lord Abbett and no officer of the funds received any compensation from the
funds for acting as a director/trustee or officer.

For the Fiscal Year July 31, 1998
---------------------------------

<TABLE>
<CAPTION>
(1) (2) (3) (4)

Pension or For Year Ended
Retirement Benefits December 31, 1998
Accrued by the Total Compensation
Aggregate Company and Paid by the Company and
Compensation Thirteen Other Lord Thirteen Other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of the Company(1) Companies(2) Companies(3)
Trustee

<S> <C> <C> <C>
E. Thayer Bigelow None $17,622 $57,400
William H.T. Bush* None $15,846 $27,500
Robert B. Calhoun, Jr.** None $12,276 $33,500
Stewart S. Dixon None $32,420 $56,500
John C. Jansing None $41,108(4) $55,500
C. Alan MacDonald None $26,763 $55,000
Hansel B. Millican, Jr. None $37,822 $55,500
Thomas J. Neff None $20,313 $56,500

*Elected as of August 13, 1998
**Elected as of June 17, 1998
</TABLE>

1. Outside directors/trustees' fees, including attendance fees for board and
committee meetings, are allocated among all Lord Abbett-sponsored companies
based on the net assets of each fund. A portion of the fees payable by the
Company to its outside trustees is being deferred under a plan ("equity
based plan") that deems the deferred amounts to be invested in shares of
the Company for later distribution to the trustees. Since the Lord Abbett
Large-Cap Growth Fund is new, no compensation has yet been paid to its
trustees.

<PAGE>

2. The amounts in Column 3 were accrued by the Lord Abbett-sponsored Funds for
the 12 months ended October 31, 1999 with respect to the equity based plan
established for independent directors/trustees in 1996. This plan
supercedes a previously approved retirement plan for all future
directors/trustees. Current directors had the option to convert their
accrued benefits under the retirement plan. All of the outside directors
except one made such an election. Each plan also provides for a
pre-retirement death benefit and actuarially reduced joint-and-survivor
spousal benefits.

3. This column shows aggregate compensation, including directors/trustees'
fees and attendance fees for board and committee meetings, of a nature
referred to in footnote one, paid by the Lord Abbett-sponsored funds during
the year ended December 31, 1998 but does not include amounts accrued under
the equity based plan and shown in Column 3.

4. Mr. Jansing chose to continue to receive benefits under the retirement
plan, which provides that outside directors/ trustees may receive annual
retirement benefits for life equal to their final annual retainer following
retirement at or after age 72 with at least ten years of service. Thus, if
Mr. Jansing were to retire and the annual retainer payable by the funds
were the same as it is today, he would receive annual retirement benefits
of $50,000.

Except where indicated, the following executive officers of the Company have
been associated with Lord Abbett for over five years. Messrs. Carper, Hilstad,
and Morris are partners of Lord Abbett; the others are employees. None have
received compensation from the Fund.

Executive Vice President:

Stephen Humphrey, age 55 (with Lord Abbett since 1999, formerly Vice President
and Portfolio Manager at Chase Manhattan Bank from 1976 - 1999)

Vice Presidents:

Joan A. Binstock, age 45 (with Lord Abbett since 1999, formerly Chief Operating
Officer of Morgan Grenfell from 1996 to 1999, prior thereto Principal of Ernst &
Young LLP)

Daniel E. Carper, age 47

Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.)

Lawrence H. Kaplan, age 42 (with Lord Abbett since 1997 - formerly Vice
President and Chief Counsel of Salomon Brothers Asset Management Inc. from 1995
to 1997, prior thereto Senior Vice President, Director and General Counsel of
Kidder Peabody Asset Management, Inc.)

Robert G. Morris, age 54

A. Edward Oberhaus, age 39

Tracie E. Richter, age 31 (with Lord Abbett since 1999, formerly Vice President
- - Head of Fund Administration of Morgan Grenfell from 1998 to 1999, Vice
President of Bankers Trust from 1996 to 1998, prior thereto Tax Associate of
Goldman Sachs).

Treasurer:

Donna M. McManus, age 38 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

As of the date hereof, our officers and trustees, as a group, owned less than 1%
of the Fund's outstanding shares and there were no record holders of 5% or more
of the Fund's outstanding shares, other than Lord Abbett Distributor.

<PAGE>

3.
Investment Advisory And Other Services

The services performed by Lord Abbett are described under "Management" in the
Prospectus. Under the Management Agreement, we are obligated to pay Lord Abbett
a monthly fee, based on average daily net assets for each month at an annual
rate of .75 of 1% for the Lord Abbett Large-Cap Growth Fund. This fee is
allocated among the classes of the Fund based on the Fund's average daily net
assets.

The Fund pays all expenses not expressly assumed by Lord Abbett, including,
without limitation, 12b-1 expenses, outside trustees' fees and expenses,
association membership dues, legal and auditing fees, taxes, transfer and
dividend disbursing agent fees, shareholder servicing costs, expenses relating
to shareholder meetings, expenses of preparing, printing and mailing stock
certificates and shareholder reports, expenses of registering our shares under
federal and state securities laws, expenses of preparing, printing and mailing
prospectuses to existing shareholders, insurance premiums, brokerage and other
expenses connected with executing portfolio transactions.

Although not obligated to do so, Lord Abbett may waive all or a part of its
management fees and or may assume other expenses of the Fund.

Lord Abbett Distributor LLC, General Motors Building, 767 Fifth Avenue, The
General Motors Building, New York, New York 10153-0203, serves as the principal
underwriter for the Company.

The Bank of New York ("BNY"), 48 Wall Street, New York, New York, is the
Company's custodian. In accordance with the requirements of Rule 17f-5, the
Company's Board of Trustees have approved arrangements permitting the Fund's
foreign assets not held by BNY or its foreign branches to be held by certain
qualified foreign banks and depositories.

Deloitte & Touche LLP, Two World Financial Center, New York, New York, are the
independent auditors of the Company and must be approved at least annually by
our Board of Trustees to continue in such capacity. Deloitte & Touche LLP
perform audit services for the Fund, including the examination of financial
statements included in the Fund's Annual Report to Shareholders.

United Missouri Bank of Kansas City, N.A., Tenth and Grand, Kansas City,
Missouri, acts as the transfer agent and dividend disbursing agent for the
Company.

4.
Portfolio Transactions

The Company's policy is to obtain best execution on all our portfolio
transactions, which means that it seeks to have purchases and sales of portfolio
securities executed at the most favorable prices, considering all costs of the
transaction including brokerage commissions and dealer markups and markdowns and
taking into account the full range and quality of the brokers' services.
Consistent with obtaining best execution, we generally pay, as described below,
a higher commission than some brokers might charge on the same transaction. Our
policy with respect to best execution governs the selection of brokers or
dealers and the market in which the transaction is executed. To the extent
permitted by law, we may, if considered advantageous, make a purchase from or
sale to another Lord Abbett-sponsored fund without the intervention of any
broker-dealer.

Broker-dealers are selected on the basis of their professional capability and
the value and quality of their brokerage and research services. Normally, the
selection is made by traders who are officers of each Lord Abbett-sponsored fund
and also are employees of Lord Abbett. These traders do the trading as well for
other accounts -- investment companies (of which they are also officers) and
other investment clients -- managed by Lord Abbett. They are responsible for
obtaining best execution.

<PAGE>

We pay a commission rate that we believe is appropriate to give maximum
assurance that our brokers will provide us, on a continuing basis, the highest
level of brokerage services available. While we do not always seek the lowest
possible commissions on particular trades, we believe that our commission rates
are in line with the rates that many other institutions pay. Our traders are
authorized to pay brokerage commissions in excess of those that other brokers
might accept on the same transactions in recognition of the value of the
services performed by the executing brokers, viewed in terms of either the
particular transaction or the overall responsibilities of Lord Abbett with
respect to us and the other accounts they manage. Such services include showing
us trading opportunities including blocks, a willingness and ability to take
positions in securities, knowledge of a particular security or market proven
ability to handle a particular type of trade, confidential treatment, promptness
and reliability.

Some of these brokers also provide research services at least some of which are
useful to Lord Abbett in their overall responsibilities with respect to us and
the other accounts they manage. Research includes the furnishing of analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts and trading equipment and
computer software packages, acquired from third-party suppliers, that enable
Lord Abbett to access various information bases. Such services may be used by
Lord Abbett in servicing all their accounts, and not all of such services will
necessarily be used by Lord Abbett in connection with their management of the
Fund; conversely, such services furnished in connection with brokerage on other
accounts managed by Lord Abbett may be used in connection with their management
of the Fund, and not all of such services will necessarily be used by Lord
Abbett in connection with their advisory services to such other accounts. We
have been advised by Lord Abbett that research services received from brokers
cannot be allocated to any particular account, are not a substitute for Lord
Abbett's services but are supplemental to their own research effort and, when
utilized, are subject to internal analysis before being incorporated by Lord
Abbett into their investment process. As a practical matter, it would not be
possible for Lord Abbett to generate all of the information presently provided
by brokers. While receipt of research services from brokerage firms has not
reduced Lord Abbett's normal research activities, the expenses of Lord Abbett
could be materially increased if it attempted to generate such additional
information through its own staff and purchased such equipment and software
packages directly from the suppliers.

No commitments are made regarding the allocation of brokerage business to or
among brokers, and trades are executed only when they are dictated by investment
decisions of the Lord Abbett-sponsored funds to purchase or sell portfolio
securities.

If two or more broker-dealers are considered capable of offering the equivalent
likelihood of best execution, the broker-dealer who has sold the Lord
Abbett-sponsored funds' shares and/or shares of other Lord Abbett-sponsored
funds may be preferred.

If other clients of Lord Abbett buy or sell the same security at the same time
as a Lord Abbett-sponsored fund does, transactions will, to the extent
practicable, be allocated among all participating accounts in proportion to the
amount of each order and will be executed daily until filled so that each
account shares the average price and commission cost of each day. Other clients
who direct that their brokerage business be placed with specific brokers or who
invest through wrap accounts introduced to Lord Abbett by certain brokers may
not participate with a Lord Abbett-sponsored fund in the buying and selling of
the same securities as described above. If these clients wish to buy or sell the
same security as a Lord Abbett-sponsored fund does, they may have their
transactions executed at times different from our transactions and thus may not
receive the same price or incur the same commission cost as a Lord
Abbett-sponsored fund does.

The Lord Abbett-sponsored funds will not seek "reciprocal" dealer business (for
the purpose of applying commissions in whole or in part for their benefit or
otherwise) from dealers as consideration for the direction to them of portfolio
business.

<PAGE>

5.
Purchases, Redemptions
And Shareholder Services

Information concerning how we value our shares for the purchase and redemption
of our shares is contained in the Prospectus under "Purchases" and
"Redemptions," respectively.

As disclosed in the Prospectus, we calculate our net asset value as of the close
of the New York Stock Exchange ("NYSE") on each day that the NYSE is open for
trading by dividing our total net assets by the number of shares outstanding at
the time of calculation. The NYSE is closed on Saturdays and Sundays and the
following holidays -- New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The Company values its portfolio securities at market value as of the close of
the NYSE. Market value will be determined as follows: securities listed or
admitted to trading privileges on the NYSE or American Stock Exchange or on the
NASDAQ National Market System are valued at the last sales price, or, if there
is no sale on that day, at the mean between the last bid and asked prices, or,
in the case of bonds, in the over-the-counter market if, in the judgment of the
Fund's officers, that market more accurately reflects the market value of the
bonds. Over-the-counter securities not traded on the NASDAQ National Market
System are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not available are valued at fair market value
under procedures approved by the Board of Trustees.

For each class of shares, the net asset value will be determined by taking the
net assets and dividing by the number of shares outstanding.

The Fund has entered into a distribution agreement with Lord Abbett Distributor
LLC, a New York limited liability company ("Lord Abbett Distributor") and
subsidiary of Lord Abbett under which Lord Abbett Distributor is obligated to
use its best efforts to find purchasers for the shares of the Fund, and to make
reasonable efforts to sell Fund shares so long as, in Lord Abbett Distributor's
judgment, a substantial distribution can be obtained by reasonable efforts. the

CONVERSION OF CLASS B SHARES. The conversion of Class B shares on the eighth
anniversary of their purchase is subject to the continuing availability of a
private letter ruling from the Internal Revenue Service, or an opinion of
counsel or tax adviser, to the effect that the conversion of Class B shares does
not constitute a taxable event for the holder under Federal income tax law. If
such a revenue ruling or opinion is no longer available, the automatic
conversion feature may be suspended, in which event no further conversions of
Class B shares would occur while such suspension remained in effect. Although
Class B shares could then be exchanged for Class A shares on the basis of
relative net asset value of the two classes, without the imposition of a sales
charge or fee, such exchange could constitute a taxable event for the holder.

ALTERNATIVE SALES ARRANGEMENTS

CLASSES OF SHARES. The Fund offers investors four different classes of shares in
this Statement of Additional Information. The different classes of shares
represent investments in the same portfolio of securities but are subject to
different expenses and will likely have different share prices. Investors should
read this section carefully to determine which class represents the best
investment option for their particular situation.

CLASS A SHARES. If you buy Class A shares, you pay an initial sales charge on
investments of less than $1 million (or on investments for employer-sponsored
retirement plans under the Internal Revenue Code (hereinafter referred to as
"Retirement Plans") with less than 100 eligible employees or on investments that
do not qualify to be under a "special retirement wrap program" as a program
sponsored by an authorized institution showing one or more characteristics
distinguishing it, in the opinion of Lord Abbett Distributor from a mutual fund
wrap fee program). If you purchase Class A shares as part of an investment of at
least $1 million (or for Retirement Plans with at least 100 eligible employees
or under a special retirement wrap program) in shares of one or more Lord
Abbett-sponsored funds, you will not pay

<PAGE>

an initial sales charge, but if you redeem any of those shares within 24 months
after the month in which you buy them, you may pay to the Fund a contingent
deferred sales charge ("CDSC") of 1% except for redemptions under a special
retirement wrap program. Class A shares are subject to service and distribution
fees that are currently estimated to total annually approximately .35 of 1% of
the annual net asset value of the Class A shares. The initial sales charge
rates, the CDSC and the Rule 12b-1 plan applicable to the Class A shares are
described in "Buying Class A Shares" below.

CLASS B SHARES. If you buy Class B shares, you pay no sales charge at the time
of purchase, but if you redeem your shares before the sixth anniversary of
buying them, you will normally pay a CDSC to Lord Abbett Distributor LLC ("Lord
Abbett Distributor"). That CDSC varies depending on how long you own shares.
Class B shares are subject to service and distribution fees at an annual rate of
1% of the annual net asset value of the Class B shares. The CDSC and the Rule
12b-1 plan applicable to the Class B shares are described in "Buying Class B
Shares" below.

CLASS C SHARES. If you buy Class C shares, you pay no sales charge at the time
of purchase, but if you redeem your shares before the first anniversary of
buying them, you will normally pay the Fund a CDSC of 1%. Class C shares are
subject to service and distribution fees at an annual rate of 1% of the annual
net asset value of the Class C shares. The CDSC and the Rule 12b-1 plan
applicable to the C shares are described in "Buying Class C Shares" below.

CLASS P SHARES. If you buy Class P shares, you pay no sales charge at the time
of purchase, and if you redeem your shares you pay no CDSC. Class P shares are
subject to service and distribution fees at an annual rate of .45 of 1% of the
average daily net asset value of the Class P shares. The Rule 12b-1 plan
applicable to the Class P shares is described in the "Class P Rule 12b-1 Plan."
Class P shares are available to a limited number of investors.

Which Class of Shares Should You Choose? Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
better suited to your needs depends on a number of factors which you should
discuss with your financial adviser. The Fund's class-specific expenses and the
effect of the different types of sales charges on your investment will affect
your investment results over time. The most important factors are how much you
plan to invest and how long you plan to hold your investment. If your goals and
objectives change over time and you plan to purchase additional shares, you
should re-evaluate those factors to see if you should consider another class of
shares.

In the following discussion, to help provide you and your financial adviser with
a framework in which to choose a class, we have made some assumptions using a
hypothetical investment in the Fund. We used the sales charge rates that apply
to Class A, Class B, and Class C, and considered the effect of the higher
distribution fees on Class B and Class C expenses (which will affect your
investment return). Of course, the actual performance of your investment cannot
be predicted and will vary, based on the Fund's actual investment returns, the
operating expenses borne by each class of shares, and the class of shares you
purchase. The factors briefly discussed below are not intended to be investment
advice, guidelines or recommendations, because each investor's financial
considerations are different. The discussion below of the factors to consider in
purchasing a particular class of shares assumes that you will purchase only one
class of shares and not a combination of shares of different classes.

HOW LONG DO YOU EXPECT TO HOLD YOUR INVESTMENT? While future financial needs
cannot be predicted with certainty, knowing how long you expect to hold your
investment will assist you in selecting the appropriate class of shares. For
example, over time, the reduced sales charges available for larger purchases of
Class A shares may offset the effect of paying an initial sales charge on your
investment, compared to the effect over time of higher class-specific expenses
on Class B or Class C shares for which no initial sales charge is paid. Because
of the effect of class-based expenses, your choice should also depend on how
much you plan to invest.

INVESTING FOR THE SHORT TERM. If you have a short-term investment horizon (that
is, you plan to hold your shares for not more than six years), you should
probably consider purchasing Class A or Class C shares rather than Class B
shares. This is because of the effect of the Class B CDSC if you redeem before
the sixth anniversary of your purchase, as well as the effect of the Class B
distribution fee on the investment return for that class in the short term.
Class C shares might be the appropriate choice (especially for investments of
less than $100,000), because there is no initial sales charge on Class C shares,
and the CDSC does not apply to amounts you redeem after holding them one year.

<PAGE>

However, if you plan to invest more than $100,000 for the short term, then the
more you invest and the more your investment horizon increases toward six years,
the more attractive the Class A share option may become. This is because the
annual distribution fee on Class C shares will have a greater impact on your
account over the longer term than the reduced front-end sales charge available
for larger purchases of Class A shares. For example, Class A might be more
appropriate than Class C for investments of more than $100,000 expected to be
held for 5 or 6 years (or more). For investments over $250,000 expected to be
held 4 to 6 years (or more), Class A shares may become more appropriate than
Class C. If you are investing $500,000 or more, Class A may become more
desirable as your investment horizon approaches 3 years or more.

For most investors who invest $1 million or more or for Retirement Plans with at
least 100 eligible employees or for investments pursuant to a special retirement
wrap program, in most cases Class A shares will be the most advantageous choice,
no matter how long you intend to hold your shares. For that reason, it may not
be suitable for you to place a purchase order for Class B shares of $500,000 or
more or a purchase order for Class C shares of $1,000,000 or more. In addition,
it may not be suitable for you to place an order for Class B or C shares for a
Retirement Plan with at least 100 eligible employees or for a special retirement
wrap program. You should discuss this with your financial advisor.

INVESTING FOR THE LONGER TERM. If you are investing for the longer term (for
example, to provide for future college expenses for your child) and do not
expect to need access to your money for seven years or more, Class B shares may
be an appropriate investment option, if you plan to invest less than $100,000.
If you plan to invest more than $100,000 over the long term, Class A shares will
likely be more advantageous than Class B shares or Class C shares, as discussed
above, because of the effect of the expected lower expenses for Class A shares
and the reduced initial sales charges available for larger investments in Class
A shares under the Fund's Rights of Accumulation.

Of course, these examples are based on approximations of the effect of current
sales charges and expenses on a hypothetical investment over time, and should
not be relied on as rigid guidelines.

ARE THERE DIFFERENCES IN ACCOUNT FEATURES THAT MATTER TO YOU? Some account
features are available in whole or in part to Class A, Class B and Class C
shareholders. Other features (such as Systematic Withdrawal Plans) might not be
advisable in non-Retirement Plan accounts for Class B shareholders (because of
the effect of the CDSC on the entire amount of a withdrawal if it exceeds 12%
annually) and in any account for Class C shareholders during the first year of
share ownership (due to the CDSC on withdrawals during that year). See
"Systematic Withdrawal Plan" under "Shareholder Services" in the Prospectus for
more information about the 12% annual waiver of the CDSC. You should carefully
review how you plan to use your investment account before deciding which class
of shares you buy. For example, the dividends payable to Class B and Class C
shareholders will be reduced by the expenses borne solely by each of these
classes, such as the higher distribution fee to which Class B and Class C shares
are subject, as described below.

HOW DOES IT AFFECT PAYMENTS TO MY BROKER? A salesperson, such as a broker, or
any other person who is entitled to receive compensation for selling Fund shares
may receive different compensation for selling one class than for selling
another class. As discussed in more detail below, such compensation is primarily
paid at the time of sale in the case of Class A and B shares and is paid over
time, so long as shares remain outstanding, in the case of Class C shares. It is
important that investors understand that the primary purpose of the CDSC for the
Class B shares and the distribution fee for Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A shares: to
compensate brokers and other persons selling such shares. The CDSC, if payable,
supplements the Class B distribution fee and reduces the Class C distribution
fee expenses for the Fund and Class C shareholders.

Class A, B, C and P Rule 12b-1 Plans. As described in the Prospectus, the Fund
has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 of the Act
for four Fund Classes: the "A Plan," the "B Plan," the "C Plan," and the "P
Plan," respectively. In adopting each Plan and in approving its continuance, the
Board of Trustees has concluded that there is a reasonable likelihood that each
Plan will benefit its respective Class and such Class' shareholders. The
expected benefits include greater sales and lower redemptions of Class shares,
which should allow each Class to maintain a consistent cash flow, and a higher
quality of service to shareholders by authorized institutions than would
otherwise be the case. Lord Abbett uses amounts received under each Plan as
described in the Prospectus and for payments to dealers for (i) providing
continuous services to shareholders, such as answering shareholder inquiries,

<PAGE>

maintaining records, and assisting shareholders in making redemptions,
transfers, additional purchases and exchanges and (ii) their assistance in
distributing shares of the Fund.

Each Plan requires the trustees to review, on a quarterly basis, written reports
of all amounts expended pursuant to the Plan and the purposes for which such
expenditures were made. Each Plan shall continue in effect only if its
continuance is specifically approved at least annually by vote of the trustees,
including a majority of the trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan ("outside trustees"), cast in
person at a meeting called for the purpose of voting on the Plan. No Plan may be
amended to increase materially above the limits set forth therein the amount
spent for distribution expenses thereunder without approval by a majority of the
outstanding voting securities of the applicable class and the approval of a
majority of the trustees, including a majority of the outside trustees. Each
Plan may be terminated at any time by vote of a majority of the outside trustees
or by vote of a majority of its Class's outstanding voting securities.

CONTINGENT DEFERRED SALES CHARGES. A Contingent Deferred Sales Charge ("CDSC")
(i) applies regardless of class, (ii) will not apply to shares purchased by the
reinvestment of dividends or capital gains distributions; (iii) will be assessed
on the lesser of the net asset value of the shares at the time of redemption or
the original purchase price and (iv) will not be imposed on the amount of your
account value represented by the increase in net asset value over the initial
purchase price (including increases due to the reinvestment of dividends and
capital gains distributions) and upon early redemption of shares. In the case of
Class A shares, this increase is represented by shares having an aggregate
dollar value in your account. In the case of Class B and C shares, this increase
is represented by that percentage of each share redeemed where the net asset
value exceeded the initial purchase price.

CLASS A SHARES. As stated in the Prospectus, subject to certain exceptions, a
CDSC of 1% is imposed with respect to those Class A shares (or Class A shares of
another Lord Abbett-sponsored fund or series acquired through exchange of such
shares) on which the Fund has paid the one-time distribution fee of 1% if such
shares are redeemed out of the Lord Abbett-sponsored family of funds within a
period of 24 months from the end of the month in which the original sale
occurred.

CLASS B SHARES. As stated in the Prospectus, subject to certain exceptions, if
Class B shares (or Class B shares of another Lord Abbett-sponsored fund or
series acquired through exchange of such shares) are redeemed out of the Lord
Abbett-sponsored family of funds for cash before the sixth anniversary of their
purchase, a CDSC will be deducted from the redemption proceeds. The Class B CDSC
is paid to Lord Abbett Distributor to reimburse its expenses, in whole or in
part, for providing distribution-related service to the Fund in connection with
the sale of Class B shares.

To determine whether the CDSC applies to a redemption, the Fund redeems shares
in the following order: (1) shares acquired by reinvestment of dividends and
capital gains distributions, (2) shares held on or after the sixth anniversary
of their purchase, and (3) shares held the longest before such sixth
anniversary.

The amount of the contingent deferred sales charge will depend on the number of
years since you invested and the dollar amount being redeemed, according to the
following schedule:

Anniversary of the Day on Contingent Deferred Sales Charge
Which the Purchase Order Was Accepted on Redemptions (As % of Amount
Subject to Charge)
Before the 1st 5.0%
On the 1st, before the 2nd 4.0%
On the 2nd, before the 3rd 3.0%
On the 3rd, before the 4th 3.0%
On the 4th, before the 5th 2.0%
On the 5th, before the 6th 1.0%
On or after the 6th anniversary None

In the table, an "anniversary" is the 365th day subsequent to the acceptance of
a purchase order or a prior anniversary. All purchases are considered to have
been made on the business day on which the purchase order was accepted.

<PAGE>

CLASS C SHARES. As stated in the Prospectus, subject to certain exceptions if
Class C shares are redeemed for cash before the first anniversary of their
purchase, the redeeming shareholder normally will be required to pay to the Fund
on behalf of Class C shares a CDSC of 1% of the lower of cost or the then net
asset value of Class C shares redeemed. If such shares are exchanged into the
same class of another Lord Abbett-sponsored fund and subsequently redeemed
before the first anniversary of their original purchase, the charge will be
collected by the other fund on behalf of this Fund's Class C shares.

GENERAL. The percentage (1% in the case of Class A and C shares and 5% through
1% in the case of Class B shares) used to calculate CDSCs described above for
the Class A, Class B and Class C shares is sometimes hereinafter referred to as
the "Applicable Percentage."

With respect to Class A and Class B shares, no CDSC is payable on redemptions by
participants or beneficiaries from employer-sponsored retirement plans under the
Internal Revenue Code for benefit payments due to plan loans, hardship
withdrawals, death, retirement or separation from service and for returns of
excess contributions to retirement plan sponsors. With respect to Class A shares
purchased pursuant to a special retirement wrap program, no CDSC is payable on
redemptions which continue as investments in another fund participating in the
program. With respect to Class B shares, no CDSC is payable for redemptions (i)
in connection with Systematic Withdrawal Plan and Div-Move services as described
below under those headings, (ii) in connection with mandatory distribution under
403(b) plans and IRAs and (iii) in connection with death of the shareholder. In
the case of Class A and Class C shares, the CDSC is received by the Fund and is
intended to reimburse all or a portion of the amount paid by the Fund if the
shares are redeemed before the Fund has had an opportunity to realize the
anticipated benefits of having a long-term shareholder account in the Fund. In
the case of Class B shares, the CDSC is received by Lord Abbett Distributor and
is intended to reimburse its expenses of providing distribution-related service
to the Fund (including recoupment of the commission payments made) in connection
with the sale of Class B shares before Lord Abbett Distributor has had an
opportunity to realize its anticipated reimbursement by having such a long-term
shareholder account subject to the B Plan distribution fee.

The other funds and series which participate in the Telephone Exchange Privilege
(except (a) Lord Abbett U.S. Government Securities Money Market Fund, Inc.
("GSMMF"), (b) certain series of Lord Abbett Tax-Free Income Fund and Lord
Abbett Tax-Free Income Trust for which a Rule 12b-1 Plan is not yet in effect,
and (c) any authorized institution's affiliated money market fund satisfying
Lord Abbett Distributor as to certain omnibus account and other criteria,
hereinafter referred to as an "authorized money market fund" or "AMMF"
(collectively, the "Non-12b-1 Funds")) have instituted a CDSC for each class on
the same terms and conditions. No CDSC will be charged on an exchange of shares
of the same class between Lord Abbett funds or between such funds and AMMF. Upon
redemption of shares out of the Lord Abbett family of funds or out of AMMF, the
CDSC will be charged on behalf of and paid: (i) to the fund in which the
original purchase (subject to a CDSC) occurred, in the case of the Class A and
Class C shares and (ii) to Lord Abbett Distributor if the original purchase was
subject to a CDSC, in the case of the Class B shares. Thus, if shares of a Lord
Abbett fund are exchanged for shares of the same class of another such fund and
the shares of the same class tendered ("Exchanged Shares") are subject to a
CDSC, the CDSC will carry over to the shares of the same class being acquired,
including GSMMF and AMMF ("Acquired Shares"). Any CDSC that is carried over to
Acquired Shares is calculated as if the holder of the Acquired Shares had held
those shares from the date on which he or she became the holder of the Exchanged
Shares. Although the Non-12b-1 Funds will not pay a distribution fee on their
own shares, and will, therefore, not impose their own CDSC, the Non-12b-1 Funds
will collect the CDSC (a) on behalf of other Lord Abbett funds, in the case of
the Class A and Class C shares and (b) on behalf of Lord Abbett Distributor, in
the case of the Class B shares. Acquired Shares held in GSMMF and AMMF which are
subject to a CDSC will be credited with the time such shares are held in GSMMF
but will not be credited with the time such shares are held in AMMF. Therefore,
if your Acquired Shares held in AMMF qualified for no CDSC or a lower Applicable
Percentage at the time of exchange into AMMF, that Applicable Percentage will
apply to redemptions for cash from AMMF, regardless of the time you have held
Acquired Shares in AMMF.

In no event will the amount of the CDSC exceed the Applicable Percentage of the
lesser of (i) the net asset value of the shares redeemed or (ii) the original
cost of such shares (or of the Exchanged Shares for which such shares were
acquired). No CDSC will be imposed when the investor redeems (i) shares
representing an aggregate dollar amount of your account, in the case of Class A
shares, (ii) that percentage of each share redeemed, in the case of Class B and
C shares, derived from increases in the value of the shares above the total cost
of shares being redeemed due to increases

<PAGE>

in net asset value, (iii) shares with respect to which no Lord Abbett fund paid
a 12b-1 fee and, in the case of Class B shares, Lord Abbett Distributor paid no
sales charge or service fee (including shares acquired through reinvestment of
dividend income and capital gains distributions) or (iv) shares which, together
with Exchanged Shares, have been held continuously for 24 months from the end of
the month in which the original sale occurred (in the case of Class A shares);
for six years or more (in the case of Class B shares) and for one year or more
(in the case of Class C shares). In determining whether a CDSC is payable, (a)
shares not subject to the CDSC will be redeemed before shares subject to the
CDSC and (b) of the shares subject to a CDSC, those held the longest will be the
first to be redeemed.

EXCHANGES. The Prospectus briefly describes the Telephone Exchange Privilege.
You may exchange some or all of your shares of any class for those in the same
class of: (i) Lord Abbett-sponsored funds currently offered to the public with a
sales charge (front-end, back-end or level ), (ii) GSMMF or (iii) AMMF, to the
extent offers and sales may be made in your state. You should read the
prospectus of the other fund before exchanging. In establishing a new account by
exchange, shares of the Fund being exchanged must have a value equal to at least
the minimum initial investment required for the other fund into which the
exchange is made.

Shareholders in other Lord Abbett-sponsored funds and AMMF have the same right
to exchange their shares for the corresponding class of the Fund's shares.
Exchanges are based on relative net asset values on the day instructions are
received by the Fund in Kansas City if the instructions are received prior to
the close of the NYSE in proper form. No sales charges are imposed except in the
case of exchanges out of GSMMF or AMMF (unless a sales charge (front-end,
back-end or level) was paid on the initial investment in a Lord Abbett-sponsored
fund). Exercise of the exchange privilege will be treated as a sale for federal
income tax purposes, and, depending on the circumstances, a gain or loss may be
recognized. In the case of an exchange of shares that have been held for 90 days
or less where no sales charge is payable on the exchange, the original sales
charge incurred with respect to the exchanged shares will be taken into account
in determining gain or loss on the exchange only to the extent such charge
exceeds the sales charge that would have been payable on the acquired shares had
they been acquired for cash rather than by exchange. The portion of the original
sales charge not so taken into account will increase the basis of the acquired
shares.

Shareholders have the exchange privilege unless they refuse it in writing. You
should not view the exchange privilege as a means for taking advantage of
short-term swings in the market, and we reserve the right to terminate or limit
the privilege of any shareholder who makes frequent exchanges. We can revoke or
modify the privilege for all shareholders upon 60 days' prior notice. "Eligible
Funds" are AMMF and other Lord Abbett-sponsored funds which are eligible for the
exchange privilege, except Lord Abbett Series Fund ("LASF") which offers its
shares only in connection with certain variable annuity contracts and Lord
Abbett Equity Fund ("LAEF") which is not issuing shares.

STATEMENT OF INTENTION. Under the terms of the Statement of Intention as
described in the Prospectus you may invest $100,000 or more over a 13-month
period in shares of a Lord Abbett-sponsored fund (other than shares of LAEF,
LASF, LARF, GSMMF and AMMF, unless holdings in GSMMF and AMMF are attributable
to shares exchanged from a Lord Abbett-sponsored fund offered with a front-end,
back-end or level sales charge). Shares currently owned by you are credited as
purchases (at their current offering prices on the date the Statement is signed)
toward achieving the stated investment and reduced initial sales charge for
Class A shares. Class A shares valued at 5% of the amount of intended purchases
are escrowed and may be redeemed to cover the additional sales charge payable if
the Statement of Intention is not completed. The Statement of Intention is
neither a binding obligation on you to buy, nor on the Fund to sell, the full
amount indicated.

RIGHTS OF ACCUMULATION. As stated in the Prospectus, purchasers (as defined in
the Prospectus) may accumulate their investment in Lord Abbett-sponsored funds
(other than LAEF, LARF, LASF, GSMMF, and AMMF unless holdings in GSMMF or AMMF
are attributable to shares exchanged from a Lord Abbett-sponsored fund offered
with a front-end, back-end or level sales charge) so that a current investment,
plus the purchaser's holdings valued at the current maximum offering price,
reach a level eligible for a discounted sales charge for Class A shares.

NET ASSET VALUE PURCHASES OF CLASS A SHARES. As stated in the Prospectus, our
Class A shares may be purchased at net asset value by our trustees, employees of
Lord Abbett, employees of our shareholder servicing agent and employees of any
securities dealer having a sales agreement with Lord Abbett who consents to such
purchases or by the director or custodian under any pension or profit-sharing
plan or Payroll Deduction IRA established for the benefit of such

<PAGE>

persons or for the benefit of employees of any national securities trade
organization to which Lord Abbett belongs or any company with an account(s) in
excess of $10 million managed by Lord Abbett on a private-advisory-account
basis. For purposes of this paragraph, the terms "directors" and "employees"
include a director's or employee's spouse (including the surviving spouse of a
deceased director or employee). The terms "our directors" and "employees of Lord
Abbett" also include retired directors and employees and other family members
thereof.

Our Class A shares also may be purchased at net asset value (a) at $1 million or
more, (b) with dividends and distributions from Class A shares of other Lord
Abbett-sponsored funds, except for LARF, LAEF and LASF, (c) under the loan
feature of the Lord Abbett-sponsored prototype 403(b) plan for share purchases
representing the repayment of principal and interest, (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement with Lord Abbett Distributor in accordance
with certain standards approved by Lord Abbett Distributor, providing
specifically for the use of our shares in particular investment products made
available for a fee to clients of such brokers, dealers, registered investment
advisers and other financial institutions, ("mutual fund wrap fee program"), (e)
by employees, partners and owners of unaffiliated consultants and advisors to
Lord Abbett, Lord Abbett Distributor or Lord Abbett-sponsored funds who consent
to such purchase if such persons provide service to Lord Abbett, Lord Abbett
Distributor or such funds on a continuing basis and are familiar with such
funds, (f) through Retirement Plans with at least 100 eligible employees, (g) in
connection with a merger, acquisition or other reorganization (h) through a
"special retirement wrap program" sponsored by an authorized institution having
one or more characteristics distinguishing it, in the opinion of Lord Abbett
Distributor, from a mutual fund wrap 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 Class A 12b-1 Plan and the fact that
the program relates to participant-directed Retirement Plan. Shares are offered
at net asset value to these investors for the purpose of promoting goodwill with
employees and others with whom Lord Abbett Distributor and/or the Fund has
business relationships.

REDEMPTIONS. A redemption order is in proper form when it contains all of the
information and documentation required by the order form or supplementally by
Lord Abbett Distributor or the Fund to carry out the order. The signature(s) and
any legal capacity of the signer(s) must be guaranteed by an eligible guarantor.
See the Prospectus for expedited redemption procedures.

The right to redeem and receive payment, as described in the Prospectus, may be
suspended if the NYSE is closed (except for weekends or customary holidays),
trading on the NYSE is restricted or the Securities and Exchange Commission
deems an emergency to exist.

Our Board of Trustees may authorize redemption of all of the shares in any
account in which there are fewer than 25 shares. Before authorizing such
redemption, the Board must determine that it is in our economic best interest or
necessary to reduce disproportionately burdensome expenses in servicing
shareholder accounts. At least 6 months' prior written notice will be given
before any such redemption, during which time shareholders may avoid redemption
by bringing their accounts up to the minimum set by the Board.

DIV-MOVE. Under the Div-Move service described in the Prospectus, you can invest
the dividends paid on your account of any class into an existing account of the
same class in any other Eligible Fund. The account must be either your account,
a joint account for you and your spouse, a single account for your spouse, or a
custodial account for your minor child under the age of 21. You should read the
prospectus of the other fund before investing.

INVEST-A-MATIC. The Invest-A-Matic method of investing in the Fund and/or any
other Eligible Fund is described in the Prospectus. To avail yourself of this
method you must complete the application form, selecting the time and amount of
your bank checking account withdrawals and the funds for investment, include a
voided, unsigned check and complete the bank authorization.

SYSTEMATIC WITHDRAWAL PLANS. The Systematic Withdrawal Plan ("SWP") also is
described in the Prospectus. You may establish a SWP if you own or purchase
uncertificated shares having a current offering price value of at least $10,000.
Lord Abbett prototype retirement plans have no such minimum. With respect to
Class B shares the CDSC will be waived on redemptions of up to 12% per year of
the current net asset value of your account at the time the SWP is

<PAGE>

established. For Class B share redemptions over 12% per year, the CDSC will
apply to the entire redemption. Therefore, please contact the Fund for
assistance in minimizing the CDSC in this situation. With respect to Class C
shares, the CDSC will be waived on and after the first anniversary of their
purchase. The SWP involves the planned redemption of shares on a periodic basis
by receiving either fixed or variable amounts at periodic intervals. Since the
value of shares redeemed may be more or less than their cost, gain or loss may
be recognized for income tax purposes on each periodic payment. Normally, you
may not make regular investments at the same time you are receiving systematic
withdrawal payments because it is not in your interest to pay a sales charge on
new investments when in effect a portion of that new investment is soon
withdrawn. The minimum investment accepted while a withdrawal plan is in effect
is $1,000. The SWP may be terminated by you or by us at any time by written
notice.

RETIREMENT PLANS. The Prospectus indicates the types of retirement plans for
which Lord Abbett provides forms and explanations. Lord Abbett makes available
the retirement plan forms including 401(k) plans and custodial agreements for
IRAs (Individual Retirement Accounts, including Traditional, Education, Roth and
SIMPLE IRAs and Simplified Employee Pensions), 403(b) plans and qualified
pension and profit-sharing plans. The forms name Investors Fiduciary Trust
Company as custodian and contain specific information about the plans excluding
401(k) plans. Explanations of the eligibility requirements, annual custodial
fees and allowable tax advantages and penalties are set forth in the relevant
plan documents. Adoption of any of these plans should be on the advice of your
legal counsel or qualified tax adviser.

6.
Performance

The Fund computes the average annual compounded rate of total return for each
class during specified periods that would equate the initial amount invested to
the ending redeemable value of such investment by adding one to the computed
average annual total return, raising the sum to a power equal to the number of
years covered by the computation and multiplying the result by one thousand
dollars which represents a hypothetical initial investment. The calculation
assumes deduction of the maximum sales charge (as described in the next
paragraph) from the amount invested and reinvestment of all income dividends and
capital gains distributions on the reinvestment dates at prices calculated as
stated in the Prospectus. The ending redeemable value is determined by assuming
a complete redemption at the end of the period covered by the average annual
total return computation.

In calculating total returns for Class A shares, the current maximum sales
charge of 5.75% (as a percentage of the offering price) is deducted from the
initial investment (unless the return is shown at net asset value). For Class B
shares, the payment of the applicable CDSC (5.0% prior to the first anniversary
of purchase, 4.0% prior to the second anniversary of purchase, 3.0% prior to the
third and fourth anniversaries of purchase, 2.0% prior to the fifth anniversary
of purchase, 1.0% prior to the sixth anniversary of purchase and no CDSC on and
after the sixth anniversary of purchase) is applied to the Fund's investment
result for that class for the time period shown (unless the total return is
shown at net asset value). For Class C shares, the 1.0% CDSC is applied to the
Fund's investment result for that class for the time period shown prior to the
first anniversary of purchase (unless the total return is shown at net asset
value). Total returns also assume that all dividends and capital gains
distributions during the period are reinvested at net asset value per share, and
that the investment is redeemed at the end of the period.

Yield quotation for each Class is based on a 30-day period ended on a specified
date, computed by dividing our net investment income per share earned during the
period by the maximum offering price per share of such Class on the last day of
the period. This is determined by finding the following quotient: take the
Class' dividends and interest earned during the period minus its expenses
accrued for the period and divide by the product of (i) the average daily number
of shares of such Class outstanding during the period that were entitled to
receive dividends and (ii) the maximum offering price per share of such Class on
the last day of the period. To this quotient add one. This sum is multiplied by
itself five times. Then one is subtracted from the product of this
multiplication and the remainder is multiplied by two. Yield for the Class A
shares reflects the deduction of the maximum initial sales charge, but may also
be shown based on the Fund's net asset value per share. Yields for Class B and C
shares do not reflect the deduction of the CDSC.

<PAGE>

7.
Taxes

The Fund intends to elect and to qualify for special tax treatment afforded
regulated investment companies under the Internal Revenue Code of 1986 (the
"Code"). If it so qualifies, the Fund (but not its shareholders) will be
relieved of federal income taxes on the amount it distributes to shareholders.
If in any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income will be taxed to the Fund at regular
corporate rates.

The Fund contemplates declaring as dividends substantially all of its net
investment income. Dividends paid by the Fund from its investment income and
distributions of its net realized short-term capital gains are taxable to
shareholders as ordinary income or capital gain, whether received in cash or
reinvested in additional shares of the Fund. The Fund will send each shareholder
annual information concerning the tax treatment of dividends and other
distributions.

Upon sale, exchange or redemption of shares of the Fund, a shareholder will
recognize short- or long-term capital gain or loss, depending upon the
shareholder's holding period in the Fund's shares. However, if a shareholder's
holding period in his shares is six months or less, any capital loss realized
from a sale or exchange of such shares must be treated as long-term capital loss
to the extent of dividends classified as "capital gains dividends" received with
respect to such shares. The maximum tax rates applicable to net capital gains
recognized by individuals and other non-corporate taxpayers are (i) the same as
ordinary income rates for capital assets held for one year or less and (ii) 20%
for capital assets held for more than one year. Capital gains or losses
recognized by corporate shareholders are subject to tax at the ordinary income
tax rates applicable to corporations.

Losses on the sale of shares are not deductible if, within a period beginning 30
days before the date of the sale and ending 30 days after the date of the sale,
the taxpayer acquires shares that are substantially identical.

Some shareholders may be subject to a 31% withholding tax on reportable
dividends, capital gains distributions and redemption payments ("backup
withholding"). Generally, shareholders subject to backup withholding will be
those for whom a certified taxpayer identification number is not on file with
the Fund or who, to the Fund's knowledge, have furnished an incorrect number.
When establishing an account, an investor must certify under penalties of
perjury that such number is correct and that he is not otherwise subject to
backup withholding.

The writing of call options and other investment techniques and practices which
the Fund may utilize may affect the character and timing of the recognition of
gains and losses. Such transactions may increase the amount of short-term
capital gain realized by the Fund, which is taxed as ordinary income when
distributed to shareholders.

The Fund may be subject to foreign withholding taxes, which would reduce the
yield on its investments. It is generally expected that Fund shareholders who
are subject to U.S. federal income tax will not be entitled to claim a federal
income tax credit or deduction for foreign income taxes paid by the Fund.

The Fund will also be subject to a 4% non-deductible excise tax on certain
amounts not distributed or treated as having been distributed on a timely basis
each calendar year. The Fund intends to distribute to shareholders each year an
amount adequate to avoid the imposition of such excise tax.

Dividends paid by the Fund will qualify for the dividends-received deduction for
corporations to the extent they are derived from dividends paid by domestic
corporations. Corporate shareholders must have held their shares in the Fund for
more than 45 days to qualify for the deduction on dividends paid by the Fund.

Gain and loss realized by the Fund on certain transactions, including sales of
foreign debt securities and certain transactions involving foreign currency,
will be treated as ordinary income or loss for federal income tax purposes to
the extent, if any, that such gain or loss is attributable to changes in
exchange rates for foreign currencies. Accordingly, distributions taxable as
ordinary income will include the net amount, if any, of such foreign exchange
gain and will be reduced by the net amount, if any, of such foreign exchange
loss.

<PAGE>

If the Fund purchases shares in certain foreign investment entities called
"passive foreign investment companies," the Fund may be subject to U.S. federal
income tax on a portion of any "excess distribution" or gain from the
disposition of such shares, even if such income is distributed as a taxable
dividend by the Fund to its shareholders. Additional charges in the nature of
interest may be imposed on either the Fund or its shareholders in respect of
deferred taxes arising from such distributions or gains. If the Fund were to
make a "qualified electing fund" election with respect to its investment in a
passive foreign investment company, in lieu of the foregoing requirements, the
Fund might be required to include in income each year a portion of the ordinary
earnings and net capital gains of the qualified electing fund, even if such
amount were not distributed to the Fund.

The foregoing discussion relates solely to U.S. federal income tax law as
applicable to U.S. persons (U.S. citizens or residents and United States
domestic corporations, partnerships, trusts and estates). Each shareholder who
is not a U.S. person should consult his tax adviser regarding the U.S. and
foreign tax consequences of the ownership of shares of a Fund, including the
applicable rate of U.S. withholding tax on dividends representing ordinary
income and net short-term capital gains, and the applicability of U.S. gift and
estate taxes.

<PAGE>

8.
Information About the Company

The Company was formed as a business trust under Delaware law on September 29,
1999. The Company offers five classes of shares: Class A, Class B, Class C,
Class P, and Class Y. Only the Fund's Classes A, B, C and P are offered in this
Statement of Additional Information. All shares have equal noncumulative voting
rights and equal rights with respect to dividends, assets and liquidation,
except for certain class-specific expenses. They are fully paid and
nonassessable when issued and have no preemptive or conversion rights.
Additional classes or funds may be added in the future. The Act requires that
where more than one class or fund exists, each class or fund must be preferred
over all other classes or funds in respect of assets specifically allocated to
such class or fund.

Rule 18f-2 under the Act provides that any matter required to be submitted, by
the provisions of the Act or applicable state law, or otherwise, to the holders
of the outstanding voting securities of an investment company such as the
Company shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each class affected by
such matter. Rule 18f-2 further provides that a class shall be deemed to be
affected by a matter unless the interests of each class or fund in the matter
are substantially identical or the matter does not affect any interest of such
class or fund. However, the Rule exempts the selection of independent public
accountants, the approval of a contract with a principal underwriter and the
election of trustees from the separate voting requirements.

The Company does not hold annual meetings of shareholders unless one or more
matters are required to be acted on by shareholders under the Act. Under the
Company's Declaration of Trust, shareholder meetings may be called at any time
by certain officers of the Company or by a majority of the trustees (i) for the
purpose of taking action upon any matter requiring the vote or authority of the
Company's shareholders or upon other matters deemed to be necessary or desirable
or (ii) upon the written request of the holders of at least one-quarter of the
shares of the Company's outstanding and entitled to vote at the meeting.

The directors, trustees and officers of Lord Abbett-sponsored mutual funds,
together with the partners and employees of Lord Abbett, are permitted to
purchase and sell securities for their personal investment accounts. In engaging
in personal securities transactions, however, such persons are subject to
requirements and restrictions contained in the Fund's Code of Ethics which
complies, in substance, with each of the recommendations of the Investment
Company Institute's Advisory Group on Personal Investing. Among other things,
the Code requires that Lord Abbett partners and employees obtain advance
approval before buying or selling securities, submit confirmations and quarterly
transaction reports, and obtain approval before becoming a director of any
company; and it prohibits such persons from investing in a security 7 days
before or after any Lord Abbett-sponsored fund or Lord Abbett-managed account
considers a trade or trades in such security, prohibiting profiting on trades of
the same security within 60 days and trading on material and non-public
information. The Code imposes certain similar requirements and restrictions on
the independent directors and trustees of each Lord Abbett-sponsored mutual fund
to the extent contemplated by the recommendations of such Advisory Group.

9.
Financial Statements

The Statement of Net Assets at December 14, 1999 and the report of Deloitte &
Touche LLP, independent auditors, on such statements are attached hereto.

<PAGE>

LORD ABBETT LARGE-CAP GROWTH FUND

STATEMENT OF NET ASSETS

December 14, 1999

<TABLE>
<CAPTION>
Assets:

<S> <C>
Cash $ 100,000
Prepaid offering costs (3).............................................................. 3,000
-------
Total Assets............................................................................$ 103,000
=======
Liabilities:

Liabilities and accrued expenses 3,000
-------
Net Assets:.............................................................................$ 100,000

Net Assets Consist of:

Class A Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................$ 0.00
Class B Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class C Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class P Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class Y Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Paid-in Capital in excess of par........................................................ 100,000
-------
Net Assets:.............................................................................$ 100,000
=======

Net Asset Value:

Class A - Based on net assets of $ 96,000 and 9,600 shares outstanding $ 10.00
=====
Class B - Based on net assets of $ 1,000 and 100 shares outstanding.....................$ 10.00
=====
Class C - Based on net assets of $ 1,000 and 100 shares outstanding.....................$ 10.00
=====
Class P - Based on net assets of $ 1,000 and 100 shares outstanding.....................$ 10.00
=====
Class Y - Based on net assets of $ 1,000 and 100 shares outstanding.....................$ 10.00
=====
</TABLE>

Notes to Financial Statements

(1) Lord Abbett Large-Cap Growth Fund (the "Fund") was organized as a Delaware
business trust on September 29, 1999 and is registered under the Investment
Company Act of 1940. To date, the Fund

<PAGE>

has not had any transactions other than those relating to organizational
matters and the sale of Class A, Class B, Class C, Class P and Class Y
shares to Lord, Abbett & Co. ("LA").
(2) The Fund has entered into an investment advisory agreement with LA and a
distribution agreement with Lord, Abbett Distributor, LLC (the
"Distributor"). (See "Management of the Funds - Management and Advisory
Arrangements" in the Statement of Additional Information.)
(3) Prepaid offering cost consist of legal fees related to preparing the
initial registration statement, and will be amortized over a 12 month
period beginning with the commencement of operations of the Fund. The
Investment Adviser has agreed to bear all the costs of organizing the Fund,
estimated to be $13,200.

<PAGE>

LORD ABBETT
LARGE-CAP GROWTH FUND
CLASS Y SHARES
PROSPECTUS

December 30, 1999

[LOGO]
LORD, ABBETT & CO.
Investment Management
A Tradition of Performance Through Disciplined Investing

Class Y 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

The Fund

What you should know about the Fund

Goal/Principal Strategy 2
Main Risks 2
Performance 3
Fees and Expenses

Your Investment

Information for managing your Fund account

Purchases 4
Redemptions 5
Distributions and Taxes 5
Services For Fund Investors 6
Management 6

For More Information

How to learn more about the Fund

Other Investment Techniques 8
Glossary of Shaded Terms 9

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.

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.

MAIN RISKS

WE OR THE FUND refers to the Lord Abbett Large-Cap Growth Fund.

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.

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>

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
- --------------------------------------------------------------------------------
Class Y

Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge on Purchases (as a % of offering price) none
Maximum Deferred Sales Charge none

Annual Fund Operating Expenses (Expenses deducted from Fund assets)
(as a % of average net assets)(1)

Management Fees (See "Management") 0.75%
Other Expenses 0.35%
Total Annual Fund Operating Expenses 1.10%

(1) The annual operating expenses are based on estimated expenses for the
current fiscal year.

- --------------------------------------------------------------------------------
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 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 would be:

SHARE CLASS 1 YEAR 3 YEARS
Class Y shares $112 $350
- --------------------------------------------------------------------------------

Management fees are payable to Lord, Abbett & Co. ("Lord Abbett") for the Fund's
investment management.

Other expenses include fees paid for miscellaneous items such as shareholder
service fees and professional fees.

The Fund 3

<PAGE>

Your Investment

PURCHASES

CLASS Y SHARES. You may purchase Class Y shares at the net asset value
("NAV") per share next determined after we receive and accept your purchase
order submitted in proper form. No sales charges apply.

We reserve the right to withdraw all or 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 binding until confirmed or accepted in
writing.

WHO MAY INVEST? Eligible purchasers of class Y shares include: (1) certain
authorized brokers, dealers, registered investment advisers or other
financial institutions ("entities") who either (a) have an arrangement with
Lord Abbett Distributor in accordance with certain standards approved by
Lord Abbett Distributor, providing specifically for the use of our class Y
shares in particular investment products made available for a fee to
clients of such entities, or (b) charge an advisory, consulting or other
fee for their services and buy shares for their own accounts or the
accounts of their clients ("Mutual Fund Fee Based Programs"); (2) the
trustee or custodian under any deferred compensation or pension or
profit-sharing plan or payroll deduction IRA established for the benefit of
the employees of any company with an account(s) in excess of $10 million
managed by Lord Abbett or its sub-advisors on a private-advisory-account
basis; (3) institutional investors, such as retirement plans, companies,
foundations, trusts, endowments and other entities where the total amount
of potential investable assets exceeds $50 million that were not introduced
to Lord Abbett by persons associated with a broker or dealer primarily
involved in the retail security business. Additional payments may be made
by Lord Abbett out of its own resources with respect to certain of these
sales.

HOW MUCH MUST YOU INVEST? You may buy our shares through any independent
securities dealer having a sales agreement with Lord Abbett Distributor,
our exclusive selling agent. Place your order with your investment dealer
or send the money to the Fund (P.O. Box 419100, Kansas City, Missouri
64141). The minimum initial investment is $1 million except for Mutual Fund
Fee Based Programs, which have no minimum. This offering may be suspended,
changed or withdrawn by Lord Abbett Distributor which reserves the right to
reject any order.

BUYING SHARES THROUGH YOUR DEALER. Orders for shares received by the Fund
prior to the close of the NYSE, or received by dealers prior to such close
and received by Lord Abbett Distributor prior to the close of its business
day, will be confirmed at NAV effective at such NYSE close. Orders received
by dealers after the NYSE closes and received by Lord Abbett Distributor in
proper form prior to the close of its next business day are executed at the
NAV effective as of the close of the NYSE on that next business day. The
dealer is responsible for the timely transmission of orders to Lord Abbett
Distributor. A business day is a day on which the NYSE is open for trading.

BUYING SHARES BY WIRE. To open an account, call 800-821-5129 Ext. 34028,
Institutional Trade Dept., to set up your account and to arrange a wire
transaction. Wire to: United Missouri Bank of Kansas City, N.A., Routing
number - 101000695, bank account number: 9878002611, FBO: (account name)
and (your Lord Abbett account number). Specify the complete name of the
Fund, note Class Y shares and include your new account number

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.

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.

4 Your Investment

<PAGE>

and your name. To add to an existing account, wire to: United Missouri Bank
of Kansas City, N.A., routing number - 101000695, bank account number:
9878002611, FBO: (account name) and (your Lord Abbett account number).
Specify the complete name of the Fund, note Class Y shares and include your
account number and your name.

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.

REDEMPTIONS

BY BROKER. Call your investment professional for directions on how to
redeem your shares.

BY TELEPHONE. To obtain the proceeds of a redemption of $50,000 or less
from your account, you or your representative can call the Fund at
800-821-5129.

BY MAIL. Submit a written redemption request indicating, the name(s) in
which the account is registered, the Fund's name, the class of shares, your
account number, and the dollar value or number of shares you wish to sell.

Normally a check will be mailed to the name 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.

BY WIRE. In order to receive funds by wire, our servicing agent must have
the wiring instructions on file. To verify that this feature is in place,
call 800-821-5129 Ext. 34028, Institutional Trading Dept. minimum wire:
$1,000. Your wire redemption request must be received by the Fund before
the close of the NYSE for money to be wired on the next business day.

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. 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.

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.

Your Investment 5

<PAGE>

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

We offer the following shareholder services:

TELEPHONE EXCHANGE PRIVILEGE. Class Y shares may be exchanged without a
service charge for Class Y shares of any Eligible Fund among the Lord
Abbett-sponsored funds.

ACCOUNT STATEMENTS. Every Lord Abbett investor automatically receives
quarterly account statements.

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.

Transactions by telephone may be difficult to implement in times of drastic
economic or market change.

MANAGEMENT

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.

HISTORICAL PERFORMANCE OF THE 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.

6 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>
<S>
- ---------------------------------------------------------------------------------------------
Average Annual Total Returns

- ---------------------------------------------------------------------------------------------
Chase Vista Select Lipper Large Cap
Large Cap Growth Fund(a) S&P 500(R) Index(b) Growth Fund Average
<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 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.

Your Investment 7

<PAGE>

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.

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.

8 For More Information

<PAGE>

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

ELIGIBLE FUND. An Eligible Fund is any Lord Abbett-sponsored fund offering
class Y shares.

LEGAL CAPACITY. This term refers to the authority of an individual to act
on behalf of an entity or other person(s). For example, if a redemption
request were to be made 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 by an Eligible Guarantor.

To give another example, if a redemption request were to be made on behalf
of the ABC Corporation by a person (Mary B. Doe) who has the legal capacity
to act on behalf of the Corporation, because she is the president of the
corporation, the request must be executed as 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).

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

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

For More Information 9

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

More information on this Fund is 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")

Lord Abbett Large-Cap Growth Fund
767 Fifth Avenue New York, NY 10153-0203

On or about January 17, 2000, the new address will be:

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
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
On or about January 17, 2000, the
new address will be:
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

laLcg-Y-1-1299

(12/99)

<PAGE>

LORD ABBETT

STATEMENT OF ADDITIONAL INFORMATION DECEMBER 30, 1999

LORD ABBETT LARGE-CAP GROWTH FUND

Y SHARES

Shareholder inquiries should be made by directly contacting the Fund or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.

TABLE OF CONTENTS PAGE

1. Investment Policies 2
2. Trustees and Officers 5
3. Investment Advisory and Other Services 9
4. Portfolio Transactions 9
5. Purchases, Redemptions
and Shareholder Services 10
6. Performance 12
7. Taxes 12
8. Information About The Company 13
9. Financial Statements 14

<PAGE>

1.
INVESTMENT POLICIES

FUNDAMENTAL INVESTMENT RESTRICTIONS. The Fund is subject to the follo7ing
fundamental investment restrictions, which cannot be changed without approval of
a majority of the Fund's outstanding shares.

The Fund may not:

(1) borrow money, issue senior securities or mortgage, pledge or
hypothecate its assets except to the extent permitted under the Act;

Compliance with the investment restrictions in this section 1 will be determined
at the time of the purchase or sale of the portfolio investments.

The Fund may not:

(1) make short sales of securities or maintain a short position except to
the extent permitted by applicable law;

<PAGE>

(3) invest in the securities of other investment companies as defined in
the Act, except as permitted by applicable law;

(5) buy from or sell to any of the Fund's officers, trustees, employees,
or its investment adviser any securities other than shares of the
Fund.

RIGHTS AND WARRANTS. The Fund may invest in rights and warrants to purchase
securities, including warrants which are not listed on the NYSE or American
Stock Exchange in an amount not to exceed 5% of the value of the Fund's gross
assets.

<PAGE>

contract is traded. Subsequent payments, called "variation margin," to and from
the broker are made on a daily basis as the market price of the futures contract
fluctuates. The costs incurred in connection with futures transactions could
reduce our return. Futures contracts entail risks. If the investment adviser's
judgment about the general direction of interest rates or markets is wrong, the
overall performance may be poorer than if no such contracts had been entered
into.

<PAGE>

be exercised, in which case the Fund will be required to sell the stock at the
exercise price. If the sum of the premium and the exercise price exceeds the
market price of the stock at the time the call option is written, the Fund
would, in effect, have increased the selling price of the stock. The Fund would
not write a call option in these circumstances if the sum of the premium and the
exercise price were less than the current market price of the stock.

2.
TRUSTEES AND OFFICERS

The Board of Trustees of the Fund is responsible for the management of the
business and affairs of the Fund.

<PAGE>

*Robert S. Dow, age 54, Chairman and President

*Mr. Dow is an "interested person" as defined in the Act.

The following outside trustees are also directors or trustees of thirteen other
Lord Abbett-sponsored funds referred to above.

E. THAYER BIGELOW, TRUSTEE
Time Warner Inc.
1271 Avenue of the Americas
New York, New York

WILLIAM H.T. BUSH, TRUSTEE
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri

Co-founder and Chairman of the Board of financial advisory firm of
Bush-O'Donnell & Company (since 1986). Age 61.

ROBERT B. CALHOUN, JR., TRUSTEE
Monitor Clipper Partners
650 MADISON AVENUE, 9TH Floor
New York, New York

Managing Director of Monitor Clipper Partners (since 1977) and President of The
Clipper Group L.P., both private equity investment funds (since 1990). Age 57.

STEWART S. DIXON, TRUSTEE
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois

Partner in the law firm of Wildman, Harrold, Allen & Dixon (since 1990). Age 68.

JOHN C. JANSING, TRUSTEE
162 S. Beach Road
Hobe Sound, Florida

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.

C. ALAN MACDONALD, TRUSTEE
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut

<PAGE>

Currently involved in golf development management on a consultancy basis (since
1999). Formerly, Managing Director of The Directorship Inc., a consultancy in
board management and corporate governance (1997-1999). Prior to that, General
Partner of The Marketing Partnership, Inc., a full service marketing consulting
firm (1994-1997). Prior to that, Chairman and Chief Executive Officer of Lincoln
Snacks, Inc., manufacturer of branded snack foods (1992-1994). His career spans
36 years at Stouffers and Nestle with 18 of the years as Chief Executive
Officer. Currently serves as Director of DenAmerica Corp., J. B. Williams
Company, Inc., Fountainhead Water Company and Exigent Diagnostics. Age 66.

HANSEL B. MILLICAN, JR., TRUSTEE
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company (since 1991).
Age 71.

THOMAS J. NEFF, TRUSTEE
Spencer Stuart
277 Park Avenue
New York, New York

Chairman of Spencer Stuart, an executive search consulting firm (since 1976).
Currently serves as a Director of Ace, Ltd. (NYSE). Age 62.

FOR THE FISCAL YEAR ENDED JULY 31, 1998

<TABLE>
<CAPTION>
(1) (2) (3) (4)

Pension or For Year Ended
Retirement Benefits December 31, 1998
Accrued by the Total Compensation
Aggregate Company and Accrued by the Company
Compensation Twelve Other Lord and Thirteen Other
Accrued by Abbett-sponsored Lord Abbett-sponsored
Name of Director the Company(1) Companies(2) Companies (3)
- ---------------- -------------- ------------ ------------

<S> <C> <C> <C>
E. Thayer Bigelow None $17,622 $ 57,400
William H.T. Bush* None $15,846 $ 27,500
Robert B. Calhoun, Jr.** None $12,276 $ 33,500
Stewart S. Dixon None $32,420 $ 56,500
John C. Jansing None $41,108(4) $ 55,500
C. Alan MacDonald None $26,763 $ 55,000
Hansel B. Millican, Jr. None $37,822 $ 55,500
Thomas J. Neff None $20,313 $ 56,500
</TABLE>

*Elected as of August 13, 1998
**Elected as of June 17, 1998

1. Outside directors/trustees' fees, including attendance fees for board and
committee meetings, are allocated among

<PAGE>

all Lord Abbett-sponsored funds based on the net assets of each fund. A
portion of the fees payable by the Fund to its outside trustees is being
deferred under a plan ("equity based plan") that deems the deferred amounts
to be invested in shares of the Fund for later distribution to the
directors/trustees.

Except where indicated, the following executive officers of the Company have
been associated with Lord Abbett for over five years. Of the following, Messrs.
Carper, Hilstad and Morris are partners of Lord Abbett; the others are
employees:

EXECUTIVE VICE PRESIDENT:

Stephen Humphrey, age 55, (with Lord Abbett since 1999, formerly Vice President
& Portfolio Manager at Chase Manhattan Bank from 1976-1999)

VICE PRESIDENTS:

Joan Binstock, age 45, (with Lord Abbett since 1999, formerly Chief Operating
Officer of Morgan Grenfell from 1996 to 1999, prior thereto Principal of Ernst &
Young LLP)

Daniel E. Carper, age 47

Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.)

Robert G. Morris, age 54

A. Edward Oberhaus, III, age 39

Tracie Richter, age 31, (with Lord Abbett since 1999, formerly Vice President -
Head of Fund Administration of Morgan Grenfell from 1998 to 1999, Vice President
of Bankers Trust from 1996 to 1998, prior thereto Tax Associate of Goldman
Sachs).

TREASURER:

Donna M. McManus, age 38 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

<PAGE>

As of the date hereof, our officers and directors, as a group, owned less than
1% of the Fund's outstanding shares and there were no record holders of 5% or
more of the Fund's outstanding shares, other than Lord Abbett Distributor.

3.
INVESTMENT ADVISORY AND OTHER SERVICES

The services performed by Lord Abbett are described under "Management" in the
Prospectus. Under the Management Agreement, we are obligated to pay Lord Abbett
a monthly fee, based on average daily net assets for each month at an annual
rate of .75 of 1% for Large-Cap Growth Fund. These fees are allocated among the
classes of the fund based on the classes' proportionate share of the fund's
average daily net assets.

The Fund pays all expenses not expressly assumed by Lord Abbett, including,
without limitation, 12b-1 expenses, outside directors' fees and expenses,
association membership dues, legal and auditing fees, taxes, transfer and
dividend disbursing agent fees, shareholder servicing costs, expenses relating
to shareholder meetings, expenses of preparing, printing and mailing stock
certificates and shareholder reports, expenses of registering our shares under
federal and state securities laws, expenses of preparing, printing and mailing
prospectuses to existing shareholders, insurance premiums, brokerage and other
expenses connected with executing portfolio transactions.

Lord Abbett Distributor LLC serves as the principal underwriter for the Company.

The Bank of New York ("BNY"), 48 Wall Street, New York, New York, is the
Company's custodian. In accordance with the requirements of Rule 17f-5, the
Company's directors have approved arrangements permitting the Funds' foreign
assets not held by BNY or its foreign branches to be held by certain qualified
foreign banks and depositories.

Deloitte & Touche LLP, Two World Financial Center, New York, New York, are the
independent auditors of the Company and must be approved at least annually by
our Board of Trustees to continue in such capacity. Deloitte & Touche LLP
perform audit services for each Fund, including the examination of financial
statements included in our Annual Report to Shareholders.

United Missouri Bank of Kansas City, N.A., Tenth and Grand, Kansas City,
Missouri, acts as the transfer agent and dividend disbursing agent for the
Funds.

4.
PORTFOLIO TRANSACTIONS

<PAGE>

accept on the same transactions in recognition of the value of the services
performed by the executing brokers, viewed in terms of either the particular
transaction or the overall responsibilities of Lord Abbett with respect to us
and the other accounts they manage. Such services include showing us trading
opportunities including blocks, a willingness and ability to take positions in
securities, knowledge of a particular security or market proven ability to
handle a particular type of trade, confidential treatment, promptness and
reliability.

5.
PURCHASES, REDEMPTIONS
AND SHAREHOLDER SERVICES

Information concerning how we value our shares for the purchase and redemption
of our shares is contained in the Prospectus under "Purchases".

<PAGE>

New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The Company values its portfolio securities at market value as of the close of
the NYSE. Market value will be determined as follows: securities listed or
admitted to trading privileges on the New York or American Stock Exchange or on
the NASDAQ National Market System are valued at the last sales price, or, if
there is no sale on that day, at the mean between the last bid and asked prices,
or, in the case of bonds, in the over-the-counter market if, in the judgment of
the Funds' officers, that market more accurately reflects the market value of
the bonds. Over-the-counter securities not traded on the NASDAQ National Market
System are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not available are valued at fair market value
under procedures approved by the Board of Directors.

The net asset value per share for the Class Y shares will be determined by
taking Class Y shares net assets and dividing by shares outstanding. Our Class Y
shares will be offered at net asset value.

The Fund has entered into a distribution agreement with Lord Abbett Distributor
LLC, a New York limited liability company ("Lord Abbett Distributor") and
subsidiary of Lord Abbett under which Lord Abbett Distributor is obligated to
use its best efforts to find purchasers for the shares of each Fund, and to make
reasonable efforts to sell Fund shares so long as, in Lord Abbett Distributor's
judgment, a substantial distribution can be obtained by reasonable efforts.

CLASS Y SHARE EXCHANGES. The Prospectus describes the Telephone Exchange
Privilege. You may exchange some or all of your Y shares for Y shares of any
Lord Abbett-sponsored funds currently offering Class Y shares to the public.
Currently those other funds consist of Lord Abbett Affiliated Fund, Lord Abbett
Investment Trust - High Yield Fund, Core Fixed Income Fund, Strategic Core Fixed
Income Fund, Bond-Debenture Fund, Developing Growth Fund, and Mid-Cap Value
Fund, Growth Opportunities Fund, International Fund, Small-Cap Value Fund, Lord
Abbett Securities Trust - Micro-Cap Growth Fund and Micro-Cap Value Fund.

The right to redeem and receive payment, as described in each Prospectus, may be
suspended if the NYSE is closed (except for weekends or customary holidays),
trading on the NYSE is restricted or the Securities and Exchange Commission
deems an emergency to exist.

<PAGE>

6.
PERFORMANCE

The Fund computes the average annual compounded rate of total return for Class Y
shares during specified periods that would equate the initial amount invested to
the ending redeemable value of such investment by adding one to the computed
average annual total return, raising the sum to a power equal to the number of
years covered by the computation and multiplying the result by one thousand
dollars, which represents a hypothetical initial investment. The calculation
assumes deduction of no sales charge from the initial amount invested and
reinvestment of all income dividends and capital gains distributions on the
reinvestment dates at prices calculated as stated in the Prospectus. The ending
redeemable value is determined by assuming a complete redemption at the end of
the period(s) covered by the annual total return computation.

In calculating total returns for Class Y shares no sales charge is deducted from
the initial investment and the return is shown at net asset value. Total returns
also assume that all dividends and capital gains distributions during the period
are reinvested at net asset value per share, and that the investment is redeemed
at the end of the period.

Our yield quotation for Class Y shares is based on a 30-day period ended on a
specified date, computed by dividing the net investment income per share earned
during the period by the net asset value per share of such class on the last day
of the period. This is determined by finding the following quotient: take the
dividends and interest earned during the period for the class minus its expenses
accrued for the period and divide by the product of (i) the average daily number
of Class shares outstanding during the period that were entitled to receive
dividends and (ii) the net asset value per share of such class on the last day
of the period. To this quotient add one. This sum is multiplied by itself five
times. Then one is subtracted from the product of this multiplication and the
remainder is multiplied by two. Yields for Class Y shares do not reflect the
deduction of any sales charge.

These figures represent past performance, and an investor should be aware that
the investment return and principal value of a Fund's investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost.

Therefore, there is no assurance that this performance will be repeated in the
future.

7.
TAXES

<PAGE>

8.
INFORMATION ABOUT THE COMPANY

<PAGE>

when issued and have no preemptive or conversion rights. Additional classes or
funds may be added in the future. The Act requires that where more than one
class or fund exists, each class or fund must be preferred over all other
classes or funds in respect of assets specifically allocated to such class or
fund.

9.
FINANCIAL STATEMENTS

The Statement of Net Assets at December 14, 1999 and the report of Deloitte &
Touche LLP, independent auditors, on such statements are attached hereto.

<PAGE>

LORD ABBETT LARGE-CAP GROWTH FUND

STATEMENT OF NET ASSETS

DECEMBER 14, 1999

<TABLE>
<CAPTION>
ASSETS:

<S> <C>
Cash $ 100,000
PREPAID OFFERING COSTS (3).............................................................. 3,000
-------
TOTAL ASSETS............................................................................$ 103,000
=======
LIABILITIES:

LIABILITIES AND ACCRUED EXPENSES 3,000
-------
NET ASSETS:.............................................................................$ 100,000
=======

NET ASSETS CONSIST OF:

Class A Shares of beneficial interest, $0.00 par value,

100,000,000 shares authorized........................................................$ 0.00
Class B Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class C Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class P Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
Class Y Shares of beneficial interest, $0.00 par value,
100,000,000 shares authorized........................................................ 0.00
PAID-IN CAPITAL IN EXCESS OF PAR........................................................ 100,000
-------
NET ASSETS:.............................................................................$ 100,000
=======

NET ASSET VALUE:

CLASS A - BASED ON NET ASSETS OF $ 96,000 AND 9,600 SHARES OUTSTANDING..................$ 10.00
=====
CLASS B - BASED ON NET ASSETS OF $ 1,000 AND 100 SHARES OUTSTANDING.....................$ 10.00
=====
CLASS C - BASED ON NET ASSETS OF $ 1,000 AND 100 SHARES OUTSTANDING.....................$ 10.00
=====
CLASS P - BASED ON NET ASSETS OF $ 1,000 AND 100 SHARES OUTSTANDING.....................$ 10.00
=====
CLASS Y - BASED ON NET ASSETS OF $ 1,000 AND 100 SHARES OUTSTANDING.....................$ 10.00
=====
</TABLE>

Notes to Financial Statements

(1) Lord Abbett Large-Cap Growth Fund (the "Fund") was organized as a Delaware
business trust on September 29, 1999 and is registered under the Investment
Company Act of 1940. To date, the Fund

<PAGE>

Exhibit 17(g)

Lord Abbett Equity Fund

SEMI ANNUAL REPORT FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999

[GRAPHIC OMITTED]

An insured investment designed
to help you capture capital
growth over the long term

Visit our Web Site and get: up to date statistics and other useful information
at www.lordabbett.com

<PAGE>

Report to Shareholders
For the Six Months Ended November 30, 1999

[PHOTO]

Robert S. Dow
Chairman

December 13, 1999

"We anticipate that the global economy will maintain its steady growth. We
continue to be encouraged by low inflation figures and minimal trade
restrictions."

Report to Shareholders
For the Six Months Ended November 30, 1999

Lord Abbett Equity Fund completed the first six months of its fiscal year on
November 30, 1999. The Fund's net asset value was $28.39 per share versus $29.36
per share on May 31, 1999. The Fund's total return for the period (its percent
change in net asset value with all distributions reinvested) was -3.34%.* Since
inception on June 1, 1990, the Fund has generated an annual average total return
of 12.28%.

On December 21, 1999, the Board of Trustees of Lord Abbett Equity Fund declared
a dividend of $0.4660 per share, a short-term capital gain distribution of
$0.2836 per share and a long-term capital gain distribution of $3.6021 per
share. These distributions were reinvested on December 21, 1999, on behalf of
shareholders of record on December 21, 1999. As described in the prospectus, all
such distributions are reinvested in additional shares of the Fund (unless
otherwise instructed), and then a "reverse split" is effected, thus retaining
the same number of shares outstanding and the same total value of the shares
that existed prior to the payment of the distributions. This enables
shareholders to see the Fund's performance on a per share basis. The Fund
encourages shareholders to reinvest all distributions because it maintains the
amount of insurance on your original investment.

The period was characterized by continued overall strength in both the equity
market and the U.S. economy. In addition, the global economy continued to grow.
These factors combined to create an environment that, among large companies,
favored a very select group of growth stocks with predictable earnings growth.
Rather than venturing into unknown waters, investors stayed with names familiar
to them, investing in companies that exhibited strong earnings and recent
outstanding stock performance.

The Fund's performance was aided largely by our exposure to the technology
sector with solid gains coming from many of our holdings. We are now beginning
to gradually pare back the portfolio's allocation to technology stocks. The
proceeds from those sales will be used to increase our allocation to basic
industry stocks such as paper and chemicals, as well as other industrial stocks
that should benefit from improving global economies.

We also began focusing some attention on the property and casualty insurance
sector, and will continue to seek out companies in this market segment that
display improving fundamentals. At the same time, we were generally
underweighted in financial companies, which worked to the Fund's advantage since
many of these stocks continued to struggle as interest rates increased.

Our holdings in health care services challenged the Fund, as political issues
and government influence hurt performance in this area. Further, electric
utilities stocks, which typically do not perform well in a rising interest rate
environment, also underperformed.

We anticipate that the global economy will maintain its steady growth. We
continue to be encouraged by low inflation figures and minimal trade
restrictions. As we begin the New Year, we believe that global cyclicals (paper,
chemicals and electric equipment) are among the best values in the market. Many
financial services companies currently display solid fundamentals and, save for
an increase in short-term interest rates by the Federal Reserve, we will likely
add to our exposure in this area.

There are some signs that the U.S. economy may be moderating. As consumer debt
levels continue to climb, and mortgage refinancings (which reduce consumers'
monthly mortgage payments) continue to decrease, a slowdown in consumer spending
is possible. Consequently, we remain moderately underweighted in consumer
stocks, especially those that are highly sensitive to changes in economic
activity.

Thank you for your confidence in Lord Abbett Equity Fund. We wish you a safe and
happy New Year, and look forward to serving your investment needs in the future.

*Not annualized.

<PAGE>

Fund Facts

A Reminder of Your Guarantee:

Participate in the stock market's potential rewards without risking the loss of
your original invest-ment in the initial offering, if held until May 31, 2000,
with all dividends and distributions reinvested

Lord Abbett Equity Fund: The Insured Investment That Does Not Sacrifice Capital
Growth Potential(1) While investments in both Lord Abbett Equity Fund and a
Certificate of Deposit ("CD") are insured, Fund shareholders participate in the
growth potential of equities. During the period shown below, Lord Abbett Equity
Fund provided impressive total returns relative to the average CD.

Comparison Of Change In Value Of A $10,000 Investment In Lord Abbett Equity
Fund(2) And Six-Month CDs(3)

[GRAPHIC OMITTED]

It is important to remember that the interest rate on a CD, unlike the Fund, is
fixed and this rate and the principal, if held until maturity, are guaranteed.
The Federal Deposit Insurance Corporation (FDIC) insures CDs up to $100,000. The
guarantee applicable to shares of the Fund is issued by Financial Security
Assurance Inc., a private company, rated Aaa by Moody's and AAA by Standard &
Poor's. Past performance is no guarantee of future results.

SEC-Required Average Annual Rates Of Total Return At The Maximum Sales Charge Of
5.5% For The Periods Ended 12/31/99 Were:

1 Year 5 Years Life of Fund (inception: 6/1/90)
------ ------- --------------------------------
-0.70% +13.55% +12.32%

Unless otherwise stated, the results quoted above represent past performance
based on the maximum sales charge of 5.5% and reflect appropriate Rule 12b-1
Plan expenses. Tax consequences are not reflected. The investment return and
principal value of a Fund investment will fluctuate so that shares, on any given
day or when redeemed on a day other than May 31, 2000, may be worth more or less
than their original cost.

The Fund Offers The Growth Potential Of Stocks With The Security Of Insurance

At 11/30/99, Lord Abbett Equity Fund was invested in a diversified portfolio of
60 equity securities.

Lord Abbett Equity Fund's Top Five Equity Holdings Percent of Investments
- -------------------------------------------------- ----------------------

SCANA Corp. 3.98%
Mobil Corp. 3.82%
AON Corp. 2.38%
AT&T Corp. 2.33%
Duke Energy Corp. 2.11%
Total 14.62%

(1) The Fund's insurance policy guarantees unconditionally and irrevocably that
the net asset value of each initially purchased share will not be less than
$10 on May 31, 2000, provided all dividends and distributions attributable
to that share are reinvested.

(2) Data reflects the deduction of the maximum sales charge of 5.5%.

(3) CDs start at 11/30/90. Source: Lipper, Inc.

<PAGE>

Statement of Net Assets (unaudited)
November 30, 1999

Investments Shares Value
----------- ------ -----
Investments in Securities 100.75%
- ------------------------------------------------------------------
Common Stocks 79.69%
- ------------------------------------------------------------------
Aerospace/Defense
.86% Boeing Co. 12,500 $ 510,156
- --------------------------------------------------------==========
Aluminum 1.49% Alcoa Inc. 13,500 884,250
- --------------------------------------------------------==========
Automotive 1.81% General Motors Corp. 15,000 1,080,000
- --------------------------------------------------------==========
Banks: Money Bank of America Corp. 10,000 585,000
Center 5.05% Chase Manhattan Corp. 9,500 733,875
Mellon Financial Corp. 27,500 1,002,031
U.S. Bancorp 20,000 683,750
Total 3,004,656
- --------------------------------------------------------==========
Banks: Regional First Security Corp. 22,000 618,750
3.15% Wells Fargo Co. 27,000 1,255,500
Total 1,874,250
- --------------------------------------------------------==========
Cable Services MediaOne Group Inc.* 10,500 832,125
1.40%
- --------------------------------------------------------==========
Chemicals 2.51% Dow Chemical Co. 6,500 761,313
Rohm & Haas Co. 20,000 732,500
Total 1,493,813
- --------------------------------------------------------==========
Computer Services Ceridian Corp.* 22,000 475,750
2.54% Unisys Corp.* 36,100 1,037,875
Total 1,513,625
- --------------------------------------------------------==========
Computer: Hardware Compaq Computer Corp. 12,500 305,469
1.12% International Business
Machines Corp. 3,500 360,719
Total 666,188
- --------------------------------------------------------==========
Computer: Software Cadence Design
1.10% Systems Inc.* 10,000 177,500
Oracle Corp.* 7,000 474,688
Total 652,188
- --------------------------------------------------------==========
Conglomerates Minnesota Mining &
1.60% Manufacturing Co. 10,000 955,625
- --------------------------------------------------------==========
Copper 1.22% Phelps Dodge Corp. 14,000 728,000
- --------------------------------------------------------==========
Data Processing
Equipment &
Components 1.02% First Data Corp. 14,000 605,500
- --------------------------------------------------------==========
Drugs 4.66% American Home
Products Corp. 20,000 1,040,000
Bristol-Myers Squibb Co. 6,500 474,906
Pharmacia & Upjohn Inc. 23,000 1,257,813
Total 2,772,719
- --------------------------------------------------------==========
Electric Power Carolina Power & Light 18,000 542,250
9.53% Co.
Dominion Resources Inc. 12,000 544,500
Duke Energy Corp. 25,000 1,267,187
FPL Group Inc. 17,500 765,625
FirstEnergy Corp. 7,000 163,188
SCANA Corp. 88,000 2,387,000
Total 5,669,750
- --------------------------------------------------------==========

Investments Shares Value
----------- ------ -----
Electrical AlliedSignal Inc.* 20,000 $ 1,196,250
Equipment 4.22% Emerson Electric Co. 17,000 969,000
Rockwell International 7,000 347,375
Corp.
Total 2,512,625
- --------------------------------------------------------==========
Energy Equipment &
Services 1.46% Baker Hughes Inc. 34,500 871,125
- --------------------------------------------------------==========
Food 4.29% Heinz H.J. Co. 30,000 1,256,250
Ralston-Ralston
Purina Group 24,000 712,500
Sara Lee Corp. 24,000 582,000
Total 2,550,750
- --------------------------------------------------------==========
Health Care
Management
Services .90% Cigna Corp. 6,500 534,625
- --------------------------------------------------------==========
Insurance 4.54% ACE Ltd. 32,000 544,000
AON Corp. 40,000 1,427,500
American General Corp. 10,000 733,125
Total 2,704,625
- --------------------------------------------------------==========
Machinery:
Agriculture 1.51% Deere & Co. 21,000 901,687
- --------------------------------------------------------==========
Metals & Minerals
.99% Newmont Mining Corp. 25,000 592,188
- --------------------------------------------------------==========
Natural Gas 1.18% Coastal Corp. 20,000 705,000
- --------------------------------------------------------==========
Oil: Integrated Chevron Corp. 6,000 531,375
International 8.13% Exxon Corp.* 10,000 793,125
Mobil Corp. 22,000 2,294,875
Texaco Inc. 20,000 1,218,750
Total 4,838,125
- --------------------------------------------------------==========
Paper & Forest Champion
Products 2.45% International Corp. 15,000 831,562
International Paper Co. 12,000 626,250
Total 1,457,812
- --------------------------------------------------------==========
Publishing 4.12% Dow Jones & Co. Inc. 14,000 848,750
Gannett Co. Inc. 9,000 644,063
Tribune Co. 20,000 961,250
Total 2,454,063
- --------------------------------------------------------==========
Retail 2.00% Federated Department
Stores Inc.* 12,500 588,281
Consolidated Stores 38,000 598,500
Corp.*
Total 1,186,781
- --------------------------------------------------------==========
Telecommunications Alltel Corp. 7,500 648,750
2.21% Bell Atlantic Corp. 10,500 664,781
Total 1,313,531
- --------------------------------------------------------==========
Telephone:
Long Distance 2.35% AT&T Corp. 25,000 1,396,875
- --------------------------------------------------------==========
Transportation: United Parcel Service Inc.
Miscellaneous .28% Class B 2,500 165,156
- --------------------------------------------------------==========
Total Investments in
Common Stocks 79.69%
(Cost $42,125,510) 47,427,813
- --------------------------------------------------------==========

<PAGE>

Statement of Net Assets (unaudited)
November 30, 1999

Principal
Investments Amount Value
----------- ------ -----
U.S. Government Obligations 18.04%
- ------------------------------------------------------------------

U.S. Treasury Strip
due 5/15/2000
(Cost $10,569,645) $11,000,000 $10,733,250
- ------------------------------------------------------------------
Short-Term Investment 3.02%
- ------------------------------------------------------------------
FNMA Discount Note
5.69% due 12/1/1999
(Cost $1,799,000) 1,799,000 1,799,000
- ------------------------------------------------------------------
Total Investments
in Securities
(Cost $54,494,155) 59,960,063
----------------------------------------------

- ------------------------------------------------------------------
Cash and Receivables, Net of Liabilitites (.75)% $ (445,243)
- ------------------------------------------------------------------
Net Assets 100.00% (equivalent to $28.39 a share
on 2,096,412 shares of
beneficial interest outstanding) $ 59,514,820
- ------------------------------------------------------------------

*Non-income producing security.
See Notes to Financial Statements.

Statement of Operations (unaudited)

Investment Income Six Months Ended November 30, 1999
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income Dividends $522,913
Interest 493,801
Total income $ 1,016,714
- --------------------------------------------------------------------------------------------------------------------
Expenses Management fee 201,513
12b-1 distribution plan 77,888
Insurance 58,913
Shareholder servicing 46,965
Professional 18,179
Reports to shareholders 10,149
Other 1,834
--------
Total expense before reductions 415,441
Expense reductions (1,730)
------------------------------------------------------------------------------------------------------
Net expenses 413,711
------------------------------------------------------------------------------------------------------
Net investment income 603,003
- --------------------------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) on Investments
- --------------------------------------------------------------------------------------------------------------------
Net realized gain from investment transactions 4,268,848
- --------------------------------------------------------------------------------------------------------------------
Net change in unrealized depreciation of investments (6,976,224)
- --------------------------------------------------------------------------------------------------------------------
Net realized and unrealized loss on investments (2,707,376)
- --------------------------------------------------------------------------------------------------------------------
Net Decrease in Net Assets Resulting from Operations $(2,104,373)
- --------------------------------------------------------------------------------------------------------------------

See Notes to Financial Statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Statements of Changes in Net Assets

Six Months Ended
November 30, 1999 Year
Ended May 31,
Decrease in Net Assets
(unaudited) 1999
- ----------------------------------------------------------------------------------------------------------------------------------
<S>
<C> <C>
Operations Net investment income $
603,003 $ 843,277
Net realized gain from investment transactions
4,268,848 4,745,601
Net change in unrealized appreciation of investments
(6,976,224) 356,986

Net increase (decrease)in net assets resulting from operations
(2,104,373) 5,945,864
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions to shareholders from:
Net investment income
- - (594,683)
Net realized gain from investment transactions
- - (5,153,708)

Total
- - (5,748,391)
- ----------------------------------------------------------------------------------------------------------------------------------
Capital share transactions:
Net asset value of 0 and 226,821 shares issued in reinvestment of
dividends and distributions, respectively
- - 5,751,284
Cost of 102,426 and 299,113 shares reacquired, respectively
(2,942,542) (7,971,180)
Reverse share split of 0 and 226,821 shares, respectively
- - -
Decrease in net assets derived from capital share transactions
(net decrease in shares of 102,426 and 299,113, respectively)
(2,942,542) (2,219,896)
- ----------------------------------------------------------------------------------------------------------------------------------
Decrease in net assets
(5,046,915) (2,022,423)
- ----------------------------------------------------------------------------------------------------------------------------------

Net Assets
Beginning of period
64,561,735 66,584,158
- ----------------------------------------------------------------------------------------------------------------------------------
End of period (including undistributed net investment income of
$1,353,861 and $750,858, respectively)
$59,514,820 $64,561,735
- ----------------------------------------------------------------------------------------------------------------------------------

See Notes to Financial Statements.
</TABLE>

Financial Highlights

<TABLE>
<CAPTION>
Six Months Ended
November 30, 1999 Year
Ended May 31,
Per Share Operating Performance: (unaudited) 1999 1998 1997
1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
<C> <C>
Net asset value, beginning of period $29.36 $ 26.66 $ 22.54 $ 19.05 $
16.40 $ 14.04
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
Net investment income .28(b) .36 .43 .54
.47 .36
Net realized and unrealized gain (loss) on
investments (1.25) 2.34 3.69 2.95
2.18 2.00
Total from investment operations (.97) 2.70 4.12 3.49
2.65 2.36
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
Dividends from net investment income - (.25) (.50) (.47)
(.22) (.34)
Distributions from net realized gain - (2.17) (2.78) (2.18)
(1.61) (1.25)
Total distributions - (2.42) (3.28) (2.65)
(1.83) (1.59)
Reverse share split - 2.42 3.28 2.65
1.83 1.59
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $28.39 $ 29.36 $ 26.66 $ 22.54 $
19.05 $ 16.40
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(a) (3.34)%(c) 10.17% 18.27% 18.32%
16.16% 16.81%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (000) $59,515 $64,562 $66,584 $61,254
$57,351 $54,717
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets:
Expenses, including waiver .67%(c) 1.35% 1.36% 1.45%
1.50% 1.80%
Expenses, excluding waiver .67%(c) 1.35% 1.36% 1.45%
1.50% 1.81%
Net investment income .97%(c) 1.35% 1.71% 2.66%
2.63% 2.48%
Portfolio turnover rate 39.71% 59.17% 43.10% 51.68%
66.48% 35.12%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.
(b) Calculated using average shares outstanding during the period.
(c) Not annualized.
See Notes to Financial Statements.

<PAGE>

Notes to Financial Statements (unaudited)

1. Significant Accounting Policies

Lord Abbett Equity Fund (the "Company") was organized as a Massachusetts
business trust on January 19, 1990 and is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make certain
estimates and assumptions at the date of the financial statements. The following
is a summary of significant accounting policies of the Company: (a) Security
valuation is determined as follows: Portfolio securities listed or admitted to
trad ing privileges on any national securities exchange are valued at the last
sales price on the principal securities exchange on which such securities are
traded, or, if there is no sale, at the mean between the last bid and asked
prices on such exchange. Securities traded in the over-the-counter market are
valued at the mean between the last bid and asked prices in such market, except
that securities admitted to trading on the NASDAQ National Market System are
valued at the last sales price if it is determined that such price more
accurately reflects the value of such securities. Short-term securities maturing
in 60 days or less are valued at amortized cost which approximates market value.
Securities for which market quotations are not available are valued at fair
value under procedures approved by the Board of Trustees. (b) It is the policy
of the Company to meet the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income.
Therefore, no federal income tax provision is required. (c) Investment
transactions are accounted for on the date that the investments are purchased or
sold (trade date). Realized gains and losses from investment transactions are
calculated on the identified cost basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. (d) It is the policy of the
Company to accrue discounts on U.S. Treasury Strips using the constant yield-to-
maturity method. (e) Reverse Share Splits: The Trustees may authorize reverse
share splits immediately after, and of a size so as to exactly offset, the
payment of dividends and distributions. After taking into account the reverse
share split, a shareholder reinvesting dividends and distributions will hold
exactly the same number of shares as owned prior to the distribution and reverse
share split. A shareholder electing to receive dividends and distributions in
cash will have fewer shares than previously owned.

2. Management Fee and Other Transactions with Affiliates

The Company has a management agreement with Lord, Abbett & Co. ("Lord Abbett")
pursuant to which Lord Abbett supplies the Company with investment management,
research, statistical and advisory services, and pays officers' remuneration and
certain other expenses of the Company. The management fee paid is based on
average daily net assets at the rate of .65% per annum. Certain of the Company's
officers and trustees have an interest in Lord Abbett. The Company adopted a
Rule 12b-1 Plan which provides for the payment of .25% of the average daily net
asset value of shares of the Company.

3. Paid In Capital

At November 30, 1999, paid in capital aggregated $43,766,431.

4. Purchases and Sales of Securities

Purchases and sales of investment securities (other than U.S. Government
obligations and short-term securities) aggregated $23,982,862 and $26,730,211,
respectively. As of November 30, 1999, net unrealized appreciation for federal
income tax purposes aggregated $5,465,908 of which $6,770,016 related to
appreciated securities and $1,304,108 related to depre ciated securities. The
cost of investments for federal income tax purposes is substantially the same as
that used for financial reporting purposes.

5. Distributions

Distributions from net investment income and net realized gains from investment
transactions are declared annually. Accumulated net realized gain at November
30, 1999 for financial reporting purposes, aggregated $8,928,620. Income and
capital gains distributions are determined in accordance with income tax
regulations which may differ from methods used to determine the corresponding
income and capital gains amounts in ac cordance with generally accepted
accounting principles.

Distributions declared on December 21, 1999 and paid on December 21, 1999, to
shareholders of record on December 21, 1999 were as follows:

Rate Aggregate
Per Share Amount
- --------------------------------------------------------------------------------
Net Investment Income $ 0.4660 $ 966,976
Capital Gains $ 3.8857 $8,063,041

The Trustees of the Company declared the following reverse share splits:

Declaration Date Rate
- --------------------------------------------------------------------------------

12/28/94 .889583333
12/27/95 .900489396
12/27/96 .872289157
12/23/97 .866286180
12/23/98 .911290323
12/21/99 .844809133
- --------------------------------------------------------------------------------

6. Insurance

The Company has entered into an agreement with Financial Security Assurance Inc.
("Financial Security"), pursuant to which Financial Security has guaranteed
unconditionally and irrevocably to the Company that the net asset value of each
initially purchased share will not be less than $10 on May 31, 2000, provided
that all dividends and distributions attributable to that share are reinvested.
Insurance expense includes an annual pre mium equal to .50% of the total amount
guaranteed.

7. Trustees' Remuneration

The Trustees of the Trust associated with Lord Abbett and all officers of the
Trust receive no compensation from the Trust for acting as such. Outside
Trustees' fees and retirement costs are allocated among all funds in the Lord
Abbett group based on the net assets of each fund.

8. Expense Reduction

The Company has entered into an arrangement with its transfer agent whereby
credits realized as a result of uninvested cash balances were used to reduce a
portion of the Company's expenses.
<PAGE>

Investing in the
Lord Abbett
Family of Funds

GROWTH
- ---------------------------------------------------------------------------------------------------------------------------

INCOME
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Funds Growth & Balanced Fund Income Funds Tax-Free Money
Growth Fund Income Funds Income Funds Market Fund

Developing Research Fund - Research Fund - Balanced World Bond- National U. S.
Government
Growth Fund* Small-Cap Value Large-Cap Series*** Debenture Series California Securities
Money
Series Series Global Fund - Connecticut Market Fund
+++
Growth Alpha Series** Growth & Income Series Florida
Opportunities International Income Series High Yield Fund Georgia
Fund Series Affiliated Fund Bond-Debenture Hawaii
Mid-Cap Fund Michigan
Value Fund Limited Duration Minnesota
Global Fund - U. S. Government Missouri
Equity Series Securities Series+ New Jersey
U. S. Government) New York
Securities Series+ Pennsylvania
Texas
Washington
</TABLE>

Finding the right mutual fund can be confusing. At Lord, Abbett & Co., we
believe your investment professional provides value in helping you identify and
understand your investment objectives and, ultimately, offering fund
recommendations suitable for your individual needs.

This publication, when used as sales literature, is to be distributed only if
preceded or accompanied by a current prospectus for the fund(s) covered by this
report.

For more complete information about any Lord Abbett fund, including risks,
charges and ongoing expenses, call your investment professional or Lord Abbett
Distributor LLC at 800-874-3733 for a prospectus. Read it carefully before
investing.

The Lord Abbett Family of Funds lets you access more than 30 portfolios designed
to meet a variety of investment needs.

Diversification. You and your investment professional can diversify your
investments between equity and income funds.

Flexibility. As your investment goals change, your investment professional can
help you reallocate your portfolio.

You may reallocate assets among our funds at any time. Speak with your
investment professional to help you customize your investment plan.

Numbers to Keep Handy
For Shareholder Account or Statement Inquiries: 800-821-5129
For Literature Only: 800-874-3733
24-Hour Automated Shareholder
Service Line: 800-865-7582
Visit Our Web Site:
www.lordabbett.com

* Lord Abbett Developing Growth Fund is closed to new investors.

** Lord Abbett Securities Trust - Alpha Series is a fund of funds investing in
shares of Lord Abbett Developing Growth Fund, Lord Abbett Research Fund -
Small-Cap Value Series and Lord Abbett Securities Trust - International
Series.

*** Lord Abbett Balanced Series is a fund of funds investing in shares of
certain other Lord Abbett funds.

+ An investment in this Fund is neither insured nor guaranteed by the U.S.
Government.

++ An investment in this Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund. This Fund is managed to
maintain, and has maintained its stable $1.00 price per share.

[LOGO]

Exhibit 17(h)

Lord Abbett Equity Fund

1999 ANNUAL REPORT

[GRAPHIC OMITTED]

An insured investment designed
to help you capture capital growth
over the long term
<PAGE>
Report to Shareholders
For the Fiscal Year End May 31, 1999

[PHOTO]
ROBERT S. DOW
CHAIRMAN

JUNE 15, 1999

"We 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."

Lord Abbett Equity Fund completed its fiscal year on May 31, 1999. The Fund's
net asset value was $29.36 per share versus $26.66 per share on May 31, 1998.
The Fund's total return -- its percent change in net asset value with all
distributions reinvested -- for the period was 10.17%. At the close of 1998,
your Board of Trustees declared and paid dividends totaling $0.25 per share and
capital gains totaling $2.17 per share.

The Fund will declare and pay a dividend from its net investment income in
December 1999. A distribution of net capital gains realized from the sale of
portfolio securities during the year, if any, will also be declared and paid at
that time. As described in the prospectus, all such distributions are reinvested
in additional shares of the Fund (unless otherwise instructed) until a "reverse
split" is effected, thus retaining the same number of shares outstanding and the
same total value of the shares that existed prior to the distributions. This
enables shareholders to view the Fund's performance on a per-share basis. If you
do not want to reinvest your dividends, notify DST Systems, Inc. at P. O. Box
419100 Kansas City, MO 64141 by November 30, 1999. The Fund encourages
shareholders to reinvest all distributions because it maintains the amount of
insurance on your original investment.

U. S. stocks were subject to significant volatility during the first half of the
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 we 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 our electric utility
holdings.

We anticipate 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, we expect 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, we do not expect inflation to
exceed our earlier forecast of approximately 2-2 1/2% in 1999. We 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.

Thank you for your confidence in Lord Abbett Equity Fund. We look forward to
helping you achieve your financial goals in the years ahead.

<PAGE>

Fund Facts

A Reminder of Your Guarantee:

Participate in the stock market's potential rewards without risking the loss of
your original investment in the initial offering, if held until May 31, 2000,
with all dividends and distributions reinvested

Lord Abbett Equity Fund: The Insured Investment That Does Not Sacrifice Capital
Growth Potential (1)

While investments in both Lord Abbett Equity Fund and a Certificate of Deposit
("CD") are insured, Fund shareholders participate in the growth potential of
equities. During the period shown below, Lord Abbett Equity Fund provided
impressive total returns relative to the CD.

Comparison Of Change In Value Of A $10,000 Investment In Lord Abbett Equity Fund
(2) And Six-Month CDs(3)

[GRAPHIC OMITTED]

The Fund $29,370

CDs $16,020

Fiscal Year-end May 31

SEC-Required Average Annual Rates Of Total Return At The Maximum Sales Charge Of
5.5% For The Periods Ended 6/30/99 Were:

1 Year 5 Years Life of Fund (inception: 6/1/90)

+5.80% +15.46% +12.87%

The Fund Offers The Growth Potential Of Stocks With The Security Of Insurance
At 5/31/99, Lord Abbett Equity Fund was invested in a diversified portfolio of
57 equity securities.

Lord Abbett Equity Fund's Top Five Equity Holdings Percent of
Net Assets

AT& T Corp. 4.13%

Mobil Corp. 3.92%

SCANA Corp. 3.51%

Bank One Corp. 2.63%

International Business Machines Corp. 2.52%

Total 16.71%

Data as of 5/31/99

(2) Data reflects the deduction of the maximum sales charge of 5.5%.

(3) CDs start at 5/31/90. Source: Lipper, Inc.

<PAGE>

A Note About Year 2000 Matters

As you may know, there has been extensive media coverage about possible problems
that may arise as a result of uncertainties about the ability of computers to
"understand" dates using the year 2000. Potentially, these problems could
disrupt the services and systems that the Fund relies on in its daily
operations.

As a general matter, we believe the financial industry has taken a leadership
role addressing year 2000 (Y2K) issues and this should help to inspire
confidence among concerned investors. More specifically, Lord Abbett, Lord
Abbett Distributor LLC and the Fund's transfer agent, custodian and other
providers of services critical to the Fund have been actively working on
reviewing and replacing or updating computer systems and computer-to-computer
interfaces, as needed. Each has completed or is in the process of testing new or
revised systems and interfaces and generally expects that their systems, as well
as those of their key external service providers, will be ready to handle Y2K
without significant problems. Furthermore, the Fund has been routinely taking
each company's Y2K preparations into account when considering or reviewing
investments.

In summary, while the Y2K problem is unprecedented and we cannot completely
eliminate the possibility that the Fund could be affected in some way, we are
confident that all parties involved are taking appropriate steps to resolve Y2K
concerns.

Statement of Net Assets
May 31, 1999

Investments Shares Value
----------- ------ -----

Investments in Securities 97.85%
Common Stocks 81.61%

Aerospace 3.37% Allied-Signal Inc. 20,000 $ 1,161,250

Boeing Co. 11,000 462,687

Rockwell International Corp. 10,000 551,875

Total 2,175,812
---------

Aluminum 1.36% Alcoa Inc. 16,000 880,000
---------
Apparel 1.07% VF Corp. 15,000 690,000
---------
Auto Parts .17% Delphi Automotive Systems 5,591 109,723
---------
Automobiles .85% General Motors Corp. 8,000 552,000
---------
Banks: Money BankAmerica Corp. 11,316 732,004
Center 2.37% Chase Manhattan Corp. 11,000 797,500

Total 1,529,504
---------
Banks: Regional Bank One Corp. 30,000 1,696,875
4.97% Mellon Bank Corp. 20,000 713,750

Wells Fargo Co. 20,000 800,000

Total 3,210,625
---------
Brokers .30% Morgan Stanley
Dean Witter & Co. 2,000 193,000
---------
Chemicals 2.81% Dow Chemical Co. 5,000 607,500

Rohm & Haas Co. 30,000 1,203,750

Total 1,811,250
---------
Computer: Hardware International Business
& Services 4.20% Machines Corp. 14,000 1,628,375

Unisys Corp.* 28,500 1,081,219

Total 2,709,594
---------
Computer:
Software .93% Sun Microsystems Inc.* 10,000 597,500
---------
Data Processing
1.53% First Data Corp. 22,000 988,625
---------

Drugs/Health Care American Home
Products 3.50% Products Corp. 20,000 $ 1,152,500

Pharmacia & Upjohn Inc. 20,000 1,108,750

Total 2,261,250
---------
Electric Power 5.58% Carolina Power & Light Co. 14,000 612,500

Duke Energy Corp. 12,000 723,750

SCANA Corp. 85,000 2,268,438

Total 3,604,688
---------
Electrical Equipment
1.48% Emerson Electric Co. 15,000 958,125
---------
Financial: Aon Corp. 15,000 645,000
Miscellaneous 1.84% Fannie Mae 8,000 544,000

Total 1,189,000
---------
Food 1.95% Heinz H. J. Co. 26,000 1,256,125
---------
Health-Care Services Aetna Inc. 11,000 998,938
1.62% Columbia/HCA
Healthcare Corp. 2,000 47,125

Total 1,046,063
---------
Household Products
1.36% Kimberly Clark Corp. 15,000 880,313
---------
Insurance: Life
3.22% American General Corp. 15,000 1,083,750

ReliaStar Financial Corp. 24,000 997,500

Total 2,081,250
---------
Insurance: Property Chubb Corp. 12,000 840,750
& Casualty 2.51% St. Paul Companies Inc. 22,000 782,375

Total 1,623,125
---------
Machinery:
Diversified 1.24% Deere & Co. 21,000 799,312
---------
Media 1.16% CBS Corp. 18,000 751,500
---------
Miscellaneous 1.27% Fortune Brands Inc. 20,000 817,500
---------
2
<PAGE>

Statement of Net Assets
May 31, 1999

Investments Shares Value
----------- ------ -----

Natural Gas:
Distribution .87% Nicor Inc. 15,000 $ 564,375
------------
Natural Gas:
Diversified 2.39% The Coastal Corp. 40,000 1,542,500
------------
Office Equipment/
Supplies 1.00% Xerox Corp. 11,500 646,156
------------
Oil Well Equipment/
Services 1.55% Baker Hughes Inc. 32,000 998,000
------------
Oil: International Chevron Corp. 10,000 926,875
Integrated 7.30% Exxon Corp. 10,000 798,750

Mobil Corp. 25,000 2,531,250

Texaco Inc. 7,000 458,500

Total 4,715,375
------------
Paper and Forest Champion
Products 1.83% International Corp. 23,000 1,178,750
------------
Photographic .21% Eastman Kodak Co. 2,000 135,250
------------
Pollution Control
2.38% Waste Management Inc. 29,000 1,533,375
------------
Printing and Gannett Co., Inc. 9,000 650,250
Publishing 2.23% Tribune Co. 10,000 789,375

Total 1,439,625
------------
Retail: Department Federated Department
& Merchandise 1.27% Store Inc. 15,000 817,500
------------
Telecom and AT& T Corp. 48,000 2,664,000
Data Services 5.20% MCI WorldCom Inc.* 8,000 691,000

Total 3,355,000
------------
Shares or
Principal
Investments Amount Value
----------- ------ -----

Telephone: Regional Alltel Corp. 14,000 $ 1,003,625
4.72% Bell Atlantic Corp. 14,000 766,500

SBC Communication Inc. 25,000 1,278,125

Total 3,048,250
------------

Total Investments in
Common Stocks
(Cost $40,613,986) 52,690,040
------------------ ----------

U. S. Government Obligations 16.24%
- --------------------------------------------------------------------------------
U. S. Treasury Strip
due 5/15/2000
(Cost $10,118,297) $11,000,000 10,484,375
------------
Total Investments
in Securities
(Cost $50,732,283) 63,174,415
------------
Other Assets, Less Liabilities 2.15%
- --------------------------------------------------------------------------------
Short-Term FNMA
Investments Discount Note
4.72% due 6/1/1999
(Cost $1,689,335) $ 1,690,000 1,689,335
------------
Cash and Receivables, Net of Liabilities (302,015)
------------

Total Other Assets,
Less Liabilities 1,387,320
------------
Net Assets 100.00% (equivalent to $29.36 a share
on 2,198,838 shares of
beneficial interest outstanding) $64,561,735
------------
*Non-income producing security.
See Notes to Financial Statements.

Statement of Operations

Investment Income Year Ended May 31,
1999

<S> <C> <C>
Income Dividends $948,445
Interest 738,561
Total income $1,687,006
----------
Expenses Management fee 405,523
12b-1 distribution plan 156,317
Shareholder servicing 98,671
Insurance 119,227
Professional 35,177
Reports to shareholders 20,108
Other 12,991
------
Total expense before reductions 848,014
Expense reductions (4,285)
Net expenses 843,729
-------
Net investment income 843,277
-------
Realized and Unrealized Gain on Investments

Net realized gain from investment transactions 4,745,601
Net change in unrealized appreciation of investments 356,986
Net realized and unrealized gain on investments 5,102,587
Net Increase in Net Assets Resulting from Operations $5,945,864
==========
</TABLE>

See Notes to Financial Statements.

3
<PAGE>
Statements of Changes in Net Assets
<TABLE>
<CAPTION>

Year Ended May 31,
Increase (Decrease) in Net Assets 1999 1998
--------------------------------- ---- ----

<S> <C> <C> <C>
Operations Net investment income $ 843,277 $ 1,118,772

Net realized gain from investment transactions 4,745,601 8,390,313

Net change in unrealized appreciation of investments 356,986 1,336,041

Net increase in net assets resulting from operations 5,945,864 10,845,126
--------- ----------

Undistributed net investment income included in price of share transactions
(See Note 1d) -- (88,224)
--------- -------
Dividends and Distributions to shareholders from:

Net investment income (594,683) (1,300,651)

Net realized gain from investment transactions (5,153,708) (7,216,887)

Total (5,748,391) (8,517,538)
---------- ----------

Capital share transactions:

Net asset value of 226,821 and 400,701 shares issued in
reinvestment of dividends and distributions, respectively 5,751,284 8,517,538
Cost of 299,113 and 219,434 shares reacquired, respectively (7,971,180) (5,426,624)

Reverse share split of 226,821 and 400,701 shares, respectively -- --

Increase (decrease) in net assets derived from capital share
transactions (net decrease in shares of 299,113 and
219,434, respectively) (2,219,896) 3,090,914
---------- ----------
Increase (decrease) in net assets (2,022,423) 5,330,278
---------- ----------
Net Assets

Beginning of year 66,584,158 61,253,880
---------- ----------

End of year (including undistributed net investment income of
$750,858 and $1,018,151, respectively) $64,561,735 $66,584,158
---------- ----------
See Notes to Financial Statements.
</TABLE>

Financial Highlights
<TABLE>
<CAPTION>

Year
Ended May 31,
Per Share Operating Performance: 1999 1998 1997
1996 1995
-------------------------------- ---- ---- ----
- ---- ----

<S> <C> <C> <C>
<C> <C>
Net asset value, beginning of year $ 26.66 $ 22.54 $ 19.05 $
16.40 $ 14.04
--------- --------- ---------
- ---------- ---------

Income from investment operations

Net investment income .36 .43 .54
.47 .36

Net realized and unrealized gain on investments 2.34 3.69 2.95
2.18 2.00

Total from investment operations 2.70 4.12 3.49
2.65 2.36
---- ---- ----
- ---- ----

Distributions

Dividends from net investment income (.25) (.50) (.47)
(.22) (.34)

Distributions from net realized gain (2.17) (2.78) (2.18)
(1.61) (1.25)

Total distributions (2.42) (3.28) (2.65)
(1.83) (1.59)

Reverse share split 2.42 3.28 2.65
1.83 1.59

Net asset value, end of year $ 29.36 $ 26.66 $ 22.54 $
19.05 $ 16.40
---------- --------- ----------
- -------- ---------

Total Return (a) 10.17% 18.27% 18.32%
16.16% 16.81%
====== ====== ======
====== ======

Ratios/Supplemental Data:

Net assets, end of year (000) $64,562 $66,584 $61,254
$57,351 $54,717
---- ------- ------- -------
- ------- -------

Ratios to Average Net Assets:

Expenses, including waiver 1.35% (b) 1.36% 1.45%
1.50% 1.80%

Expenses, excluding waiver 1.35% 1.36% 1.45%
1.50% 1.81%

Net investment income 1.35% 1.71% 2.66%
2.63% 2.48%

Portfolio turnover rate 59.17% 43.10% 51.68%
66.48% 35.12%
----- ----- -----
- ----- -----
</TABLE>

(a) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.

(b) The ratio includes expenses paid through an expense offset arrangement. See
Notes to Financial Statements.

4
<PAGE>

1. Significant Accounting Policies

Lord Abbett Equity Fund (the "Company") was organized as a Massachusetts
business trust on January 19, 1990 and is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make certain
estimates and assumptions at the date of the financial statements. The following
is a summary of significant accounting policies of the Company: (a) Security
valuation is determined as follows: Portfolio securities listed or admitted to
trading privileges on any national securities exchange are valued at the last
sales price on the principal securities exchange on which such securities are
traded, or, if there is no sale, at the mean between the last bid and asked
prices on such exchange. Securities traded in the over-the-counter market are
valued at the mean between the last bid and asked prices in such market, except
that securities admitted to trading on the NASDAQ National Market System are
valued at the last sales price if it is determined that such price more
accurately reflects the value of such securities. Short-term securities maturing
in 60 days or less are valued at amortized cost which approximates market value.
Securities for which market quotations are not available are valued at fair
value under procedures approved by the Board of Trustees. (b) It is the policy
of the Company to meet the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income.
Therefore, no federal income tax provision is required. (c) Investment
transactions are accounted for on the date that the investments are purchased or
sold (trade date). Realized gains and losses from investment transactions are
calculated on the identified cost basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. (d) Effective June 1, 1998,
the Company discontinued the accounting practice of equalization. Undistributed
net investment income of $135,761, representing accumulated equalization at May
31, 1998, was transferred from paid-in-capital. Such reclassification has no
effect on net assets, results of operations, or net asset value per share.
Discontinuing the use of equalization will result in a simpler and more
meaningful financial statement presentation. (e) It is the policy of the Company
to accrue discounts on U. S. Treasury Strips using the constant
yield-to-maturity method. (f) Reverse Share Splits: The Trustees may authorize
reverse share splits immediately after, and of a size so as to exactly offset,
the payment of dividends and distributions. After taking into account the
reverse share split, a shareholder reinvesting dividends and distributions will
hold exactly the same number of shares as owned prior to the distribution and
reverse share split. A shareholder electing to receive dividends and
distributions in cash will have fewer shares than previously owned.

2. Management Fee and Other Transactions with Affiliates

The Company has a management agreement with Lord, Abbett & Co. (" Lord Abbett")
pursuant to which Lord Abbett supplies the Company with investment management,
research, statistical and advisory services and pays officers' remuneration and
certain other expenses of the Company. The management fee paid is based on
average daily net assets at the rate of .65% per annum. Certain of the Company's
officers and trustees have an interest in Lord Abbett. The Company adopted a
Rule 12b-1 Plan which provides for the payment of .25% of the average daily net
asset value of shares of the Company.

3. Paid In Capital
At May 31, 1999, paid in capital aggregated $46,708,973.

4. Purchases and Sales of Securities

Purchases and sales of investment securities (other than U. S. Government
obligations and short-term securities) aggregated $35,823,450 and $43,229,288,
respectively. As of May 31, 1999, net unrealized appreciation for federal income
tax purposes aggregated $12,442,132 of which $12,568,638 related to appreciated
securities and $126,506 related to depreciated securities. The cost of
investments for federal income tax purposes is substantially the same as that
used for financial reporting purposes.

5. Distributions

Distributions from net investment income and net realized gains from investment
transactions are declared annually. Accumulated undistributed net realized gain
at May 31, 1999 for financial reporting purposes, aggregated $4,659,772. Income
and capital gains distributions are determined in accordance with income tax
regulations which may differ from methods used to determine the corresponding
income and capital gains amounts in accordance with generally accepted
accounting principles.

The Trustees of the Company declared the following reverse share splits:

Declaration Date Rate
- --------------------------------------------------------------------------------
12/28/94 .889583333
12/27/95 .900489396
12/27/96 .872289157
12/23/97 .866286180
12/23/98 .911290323
- --------------------------------------------------------------------------------

6. Insurance

The Company has entered into an agreement with Financial Security Assurance Inc.
(" Financial Security"), pursuant to which Financial Security has guaranteed
unconditionally and irrevocably to the Company that the net asset value of each
initially purchased share will not be less than $10 on May 31, 2000, provided
that all dividends and distributions attributable to that share are reinvested.
Insurance expense includes an annual premium equal to .50% of the total amount
guaranteed.

7. Trustees' Remuneration

8. Expense Reduction

The Company has entered into an arrangement with its transfer agent whereby
credits realized as a result of uninvested cash balances were used to reduce a
portion of the Company's expenses.
<PAGE>

Independent Auditors' Report

The Board of Trustees and Shareholders,
Lord Abbett Equity Fund:

We have audited the accompanying statement of net assets of Lord Abbett Equity
Fund as of May 31, 1999, the related statements of operations for the year then
ended and of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at May 31,
1999 by correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Lord Abbett Equity
Fund at May 31, 1999, the results of its operations, the changes in its net
assets and the financial highlights for the above-stated periods, in conformity
with generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York
July 9, 1999

Numbers to Keep Handy
For Shareholder Account or Statement
Inquiries: 800-821-5129
For Literature Only: 800-874-3733
24-Hour Automated Shareholder
Service Line: 800-865-7582
Visit our Web Site:
http://www.lordabbett.com

This publication is intended for the general information of shareholders of Lord
Abbett Equity Fund only. There is no guarantee that the forecasts contained
within this publication will come to pass.

[LOGO]