1933 Act File No. 33-33225
1940 Act File No. 811-6033
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
Post-Effective Amendment No. 11 [X]
LORD ABBETT EQUITY FUND
Exact Name of Registrant as Specified in Charter
767 FIFTH AVENUE, NEW YORK, N. Y. 10153-0203
Address of Principal Executive Office
Registrant's Telephone Number (212) 848-1800
Thomas F. Konop, Vice President
767 FIFTH AVENUE, NEW YORK, N. Y. 10153
Name and Address of Agent for Service
It is proposed that this filing will become effective (check appropriate box)
X immediately on filing pursuant to paragraph (b) of Rule 485
on (date) pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) (1) of Rule 485
on (date) pursuant to paragraph (a) (1) of Rule 485
75 days after filing pursuant to paragraph (a) (2) of rule 485
on (date) pursuant to paragraph (a) (2) of rule 485
If appropriate, check the following box:
_____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
LORD ABBETT EQUITY FUND (1990 SERIES)
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 11
Pursuant to Rule 481(a)
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
1 N/A
2 N/A
3 N/A
4 (a) (i) Cover Page
4 (a) (ii) How the Fund Invests
4 (b) (c) How the Fund Invests
5 (a) Management
5 (b) Management; Back Cover Page
5 (c) Management*
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes; Taxes
7 (a) Back Cover Page
7 (b) (c) (d) Purchases
7 (e) Purchases
7 (f) Purchases
8 (a) (b) (d) Redemptions
8 (c) N/A
9 N/A
10 Cover Page
11 Cover Page -- Table of Contents
12 Cover Page
13 (a) (b) (c) Investment Objectives and Policies
13 (d) N/A
14 Trustees and Officers
15 (a) (b) N/A
15 (c) Trustees and Officers*
16 (a) (i) Investment Advisory and Other Services
16 (a) (ii) Trustees and Officers
16 (a) (iii) Investment Advisory and Other Services*
16 (b) Investment Advisory and Other Services
16 (c) (d) (e) (g) N/A
16 (f) (h) Investment Advisory and Other Services*
16 (i) N/A
17 (a) Portfolio Transactions*
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) (e) N/A
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
18 (a) Further Information about the Fund
18 (b) N/A
Shareholder Services; Notes
19 (a) (b) to Financial Statements
19 (c) N/A
20 Taxes*
21 (a) Purchases, Redemptions and Shareholder Services
21 (b) (c) N/A
22 N/A
22 (b) Past Performance
23 Financial Statements*
* Including Supplement dated September 28, 1998.
LORD ABBETT EQUITY FUND - 1990 SERIES
SUPPLEMENT DATED SEPTEMBER 28, 1998
The following supplements and amends the disclosure contained in the
specified sections of Parts A and B of the Registration Statement pertaining to
the 1990 Series of shares of the Registrant filed April 9, 1990, as thereafter
supplemented.
PART A
(Prospectus dated April 9, 1990, as thereafter supplemented)
Management
For the fiscal year ended May 31, 1998, the actual management fee paid
by the Fund to Lord, Abbett & Co. ("Lord Abbett") amounted to .65 of 1% of the
Fund's average daily net assets, and the total expenses of the Fund were 1.36%
of its average net assets.
Mr. Robert P. Fetch, Executive Vice President of the Fund (with Lord Abbett
since 1995 - formerly Managing Director of Prudential Investment Advisors), has
served as Portfolio Manager since 1995. John J. Walsh, of Lord Abbett, served as
portfolio manager of the Fund from 1990.
The services provided to the Fund and it shareholders by Lord Abbett, Lord
Abbett Distributor, the Fund's transfer agent and the Fund's custodian depend on
the proper functioning of their computer systems and those of their outside
service providers. Many computer systems, and many imbedded microprocessors
now in use cannot distinguish between the year 2000 and the year 1900, an
inability that could disrupt the services provided to the Fund. Lord Abbett,
Lord Abbett Distributor, the Fund's transfer agent and the Fund's custodian all
have advised the Fund that they have been actively working on changes to their
computer systems to prepare for the year 2000 and expect that their systems,
and those of their outside service providers, will be adapted in time. However,
because the year 2000 problem is unprecedented, there can be no assurance that
they will be successful. Neither can there be any assurance that their services
will not be impaired by interactions with other computer systems that have not
been adapted for the year 2000.
In addition, it is possible that the markets for securities in which the
Fund invest may be detrimentally affected by computer and microprocessor
failures throughout the financial services industry beginning January 1, 2000.
Also, corporate and governmental data processing errors may result in problems
for individual companies and may create overall economic uncertainties.
Accordingly, the Fund's investments may be adversely affected.
<PAGE>
PART B
(Statement of Additional Information dated April 9, 1990,
as thereafter supplemented)
Trustees and Officers
The following trustee is a partner of 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 and/or
director or trustee of the twelve other Lord Abbett-sponsored funds. He is an
"interested persons" as defined in the Investment Company Act of 1940, as
amended (the "Act"), and as such, may be considered to have an indirect
financial interest in the Rule 12b-1 Plan described in the Prospectus.
Robert S. Dow, age 53, Chairman and President
The following outside trustees are also directors or trustees of some
or all of the twelve other Lord Abbett-sponsored funds referred to above.
E. Thayer Bigelow
Courtroom Television Network
600 Third Avenue
New York, New York
Chief Executive Officer of Courtroom Television Network. Formerly President
and Chief Executive Officer of Time Warner Cable Programming, Inc. Prior to
that, formerly President and Chief Operating Officer of Home Box Office, Inc.
Age 57.
William H. T. Bush
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. Age 60.
Robert B. Calhoun
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York
Managing Director of Monitor Clipper Partners and President of The Clipper Group
L.P., both private equity investment funds. Age 56.
Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois
Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 67.
John C. Jansing
162 S. Beach Road
Hobe Sound, Florida
Retired. Former Chairman of Independent Election Corporation of America, a
proxy tabulating firm. Age 72.
C. Alan MacDonald
Directorship, Inc.
8 Sound Shore Drive
Greenwich, Connecticut
Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly 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 65.
Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia
President and Chief Executive Officer of Rochester Button Company. Age 70.
Thomas J. Neff
Spencer Stuart
277 Park Avenue
New York, New York
Chairman of Spencer Stuart, an executive search consulting firm. Currently,
serves as Director of Ace Ltd. (NYSE). Age 60.
<PAGE>
The second column of the following table sets forth the compensation accrued for
the Fund's outside trustees. The third column sets forth information with
respect to the equity-based benefits accrued for outside directors/trustees by
the Lord Abbett-sponsored funds. The fourth column sets forth the total
compensation payable by such funds to the outside directors/trustees. No trustee
of the Fund associated with Lord Abbett and no officer of the Fund received any
compensation from the Fund for acting as a trustee or officer.
For the Fiscal Year Ended May 31, 1998
<TABLE>
<CAPTION>
(1) (2) (3) (4)
For Year Ended
Equity-Based December 31, 1997
Benefits Accrued Total Compensation
by the Fund and Accrued by the
Aggregate Twelve Other Lord Fund and Twelve
Compensation Abbett-sponsored Other Lord Abbett-
from the Fund1 Funds2 sponsored Funds3
Name of Director
<S> <C> <C> <C>
E. Thayer Bigelow $212 $17,068 $56,000
William H. T. Bush* None None None
Robert B. Calhoun** None None None
Stewart S. Dixon $207 $32,190 $55,000
John C. Jansing $206 $45,085(4) $55,000
C. Alan MacDonald $211 $30,703 $57,400
Hansel B. Millican, Jr. $206 $37,747 $55,000
Thomas J. Neff $209 $19,853 $56,000
* Elected director, June 17, 1998, effective as of August 13, 1998.
** Elected director, May 5, 1998, effective as of June 17, 1998.
<FN>
1.Outside trustees' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on the
net assets of each fund. A portion of the fees payable by the Fund to its
outside trustees is being deferred under a plan that deems the deferred
amounts to be invested in shares of the Fund for later distribution to the
trustees so that each trustee's compensation depends in part on the
performance of the Fund.
2.The amounts in Column 3 were accrued by the Lord Abbett-sponsored Funds for
the twelve months ended May 31, 1998 with respect to the equity based plans
established for independent trustees/directors in 1996. This plan supercedes
a previously approved retirement plan for all future trsutees/directors.
Current trustees 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 trustees fees and
attendance fees for board and committee meetings, of a nature referred to in
footnote one, accrued by the Lord Abbett-sponsored funds during the year
ended December 31, 1997. The amounts of the aggregate compensation payable by
the Fund as of December 31, 1997 deemed invested in Fund shares, including
dividends reinvested and changes in net asset value applicable to such deemed
investments, were: Mr. Bigelow, $944; Mr. Dixon, $2,276; Mr. Jansing, $5,744;
Mr. MacDonald, $4,920; Mr. Millican, $5,811 and Mr. Neff, $ 5,771.
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.
</FN>
</TABLE>
Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Carper, Hilstad, Morris and Walsh are partners of Lord Abbett; the others are
employees.
Executive Vice President: Robert P. Fetch, age 45 (with Lord Abbett from
1995 - formerly Managing Director of Prudential Investment Advisors from 1983 -
1995)
Vice Presidents:
Paul A. Hilstad, age 55, Vice President and Secretary (with Lord Abbett since
1995 - formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.)
Daniel E. Carper, age 46
Lawrence A. Kaplan, age 41 (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.)
Thomas F. Konop, age 56
A. Edward Oberhaus III, age 38
Keith O'Connor, age 43
John J. Walsh, age 62
Treasurer:
Donna McManus, age 37 (with Lord Abbett since 1996, formerly a Senior Manager at
Deloitte & Touche LLP).
At September 1, 1998, the officers and trustees of the Fund, as a group, owned
less than 1% of the 1990 Series outstanding shares.
Investment Advisory and Other Services
For the fiscal years ended May 31, 1998, 1997 and 1996 the management fees paid
by the Fund to Lord Abbett under the Management Agreement were $426,436,
$374,988, and $369,870, respectively.
During the fiscal year ended May 31, 1998, the Fund paid through Lord Abbett to
dealers $ 162,658 under the Fund's Rule 12b-1 Plan.
Portfolio Transactions
For the fiscal years ended May 31, 1998, 1997 and 1996, the Fund paid $215,193,
$79,576 and $116, 435, respectively, in brokerage commissions.
Taxes
Dividends derived from the Fund's ordinary income and net short-term capital
gains are taxable to Shareholders at ordinary income rates. Under recently
enacted legislation, the maximum tax rate on long-term capital gains for a U.S.
individual, estate or trust is reduced to 20% and the "holding period" for
long-term capital gains treatment is increased from one-year to eighteen months.
(If the taxpayer is in the 15% tax bracket, the rate is 10%.) An individual,
estate or trust with a holding period greater than one year but less than 18
months has "mid-term" gains taxed at a maximum rate of 28% (15% if the taxpayer
is in the 15% tax bracket). Although it has not yet done so, Treasury has the
authority to amend the tax law governing taxation of shareholders of a regulated
investment company to reflect these changes. Although the Series does not know
when and what regulations will be promulgated, it believes that the regulations
should provide that whether received in cash or shares, regardless of how long a
taxpayer has held the shares of the Series, distributions derived from net
long-term or mid-term capital gains will be taxable to shareholders as long-term
or mid-term capital gains, respectively.
Financial Statements
The financial statements for the fiscal year ended May 31, 1998 and the report
of Deloitte & Touche LLP, independent auditors for the Fund, on such financial
statements contained in the 1998 Annual Report to Shareholders of Lord Abbett
Equity Fund are incorporated herein by reference to such financial statements
and report in reliance upon the authority of Deloitte & Touche LLP as experts in
auditing and accounting.
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements - The financial statements for the fiscal year
ended May 31, 1998 and the report of Deloitte & Touche LLP, independent auditors
for the Fund,on such financial statements contained in the 1998 Annual Report to
Shareholders of Lord Abbett Equity Fund are incorporated herein by reference to
such financial statements
(b) Exhibits - 99.B11 Consent of Deloitte & Touche LLP with respect to the
financials of the Registrant.*
99.B2 By-Laws*
* Filed herewith.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Record Holders of Securities
As of September 8, 1998 - 3,615
Item 27. Indemnification
All trustees, officers, employees and agents of Registrant are to be
indemnified as set forth in Section 4.3 of Registrant's Amended and
Restated Declaration of Trust, which has been previously filed.
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 expenses 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 of 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.
In addition, Registrant maintains a trustees' and officers' errors and
omissions liability insurance policy protecting trustees and officers
against liability for breach of duty, negligent act, error or omission
committed in their capacity as trustees or officers. The policy contains
certain exclusions, among which is exclusion from coverage for active or
deliberate dishonest or fraudulent acts and exclusion for fines or
penalties imposed by law or other matters deemed uninsurable.
Item 28. Business and Other Connections of Investment Adviser
Lord, Abbett & Co. acts as investment adviser for twelve other open-end
investment companies and is principal underwriter for all thirteen. It is
an investment adviser to approximately 6,220 private accounts. Other
than acting as trustees, directors and/or officers of open-end investment
companies sponsored by Lord, Abbett & Co., none of Lord, Abbett & Co.'s
partners has, in the past two fiscal years, engaged in any other
business, profession, vocation or employment of a substantial nature for
his own account or in the capacity of director, officer, employee,
partner or trustee of any entity except as follows:
NONE
Item 29. Principal Underwriter
(a) Lord Abbett Affiliated Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett U.S.Government Securities Money Market Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Developing Growth, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Tax-Free Income Trust
Investment Subadvisor
American Skandia Trust (Lord Abbett Growth and Income Portfolio)
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
Business Address (1) with Registrant
Robert S. Dow Chairman, President and Trustee
Paul A. Hilstad Vice President and Secretary
Daniel E. Carper Vice President
Robert G. Morris Vice President
John J. Walsh Vice President
The other partners who are neither officers nor directors of the Fund are
Stephen Allen, Zane E. Brown, John E. Erard, Robert P. Fetch, Daria L. Foster,
Robert I. Gerber, W. Thomas Hudson, Stephen J. McGruder, Michael B.
McLaughlin, R. Mark Pennington, Robert J. Noelke, and Christopher Towle.
(1) Each of the above has a principal business
address at 767 Fifth Avenue, New York, New York 10153
(c) Not applicable.
Item 30. Location of Accounts and Records
Registrant maintains the records required by Rules 31a-1(a) and (b), and
31a-2(a) at its main office.
Lord, Abbett & Co. maintains the records required by Rules 31a-(f) and
31a-2(e) at its main office.
Certain records such as stock certificates and correspondence may be
physically maintained at the main office of the Registrant's Transfer
Agent, Custodian, or Shareholder Servicing Agent within the requirements
of Rule 31a-3.
Item 31. Management Services
None.
Item 32. Undertakings
(a) N/A
(b) N/A
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
(d) Registrant hereby undertakes, if requested to do so by the
holders of at least 10% of the Registrant's outstanding shares,
to call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees and to assist
in communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940, as amended.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement and/or any amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the day of 28th day of September, 1998.
LORD ABBETT EQUITY FUND
By /s/ Robert S. Dow
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Chairman, President
/s/ Robert S. Dow and Director 9/28/98
Robert S. Dow (Title) (Date)
/s/ E. Thayer Bigelow Director 9/28/98
E. Thayer Bigelow (Title) (Date)
/s/ William H.T. Bush Director 9/28/98
William H. T. Bush (Title) (Date)
/s/ Robert B. Calhoun Director 9/28/98
Robert B. Calhoun (Title) (Date)
/s/ Stewart S/ Dixon Director 9/28/98
Stewart S. Dixon (Title) (Date)
/s/ John C. Jansing Director 9/28/98
John C. Jansing (Title) (Date)
/s/ C. Alan MacDonald Director 9/28/98
C. Alan MacDonald (Title) (Date)
/s/ Hansel B. Millican, Jr. Director 9/28/98
Hansel B. Millican, Jr. (Title) (Date)
/s/ Thomas J. Neff Director 9/28/98
Thomas J. Neff (Title) (Date)
Vice President and
/s/ Keith F. O'Connor Chief Financial Officer 9/28/98
Keith F. O'Connor (Title) (Date)
CONSENT OF INDEPENDENT AUDITORS
Lord Abbett Equity Fund:
We consent to the incorporation by reference in Post-Effective Amendment No. 11
to Registration Statement No. 811-6033 of our report dated June 26, 1998,
appearing in the Annual Report to Shareholders for the year ended May 31, 1998,
and to the reference to us under the caption "Financial Statements" in the
Statement of Additional Information, which is part of such Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
September 24, 1998
BY-LAWS
OF
LORD ABBETT GUARANTEED EQUITY FUND
ARTICLE I
DEFINITIONS
The terms "Affiliated Person," "Commission," "Declaration,"
"Interested Person," "Investment Adviser," "Majority Shareholder Vote," "1940
Act," "Principal Underwriter," "Series," "Series Majority Shareholder Vote,"
"Shareholder," "Shares," "Trust," "Trust Property" and "Trustees" have the
meanings given them in the Declaration of Trust (the "Declaration") of Lord
Abbett Guaranteed Equity Fund dated January 19, 1990, as amended from time to
time.
ARTICLE II
OFFICES AND SEAL
Section 2.1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located in the City of New York, the State of New York.
Section 2.2. OTHER OFFICES. The Trust may establish and maintain such other
offices and places of business within or without the State of New York as the
Trustees may from time to time determine.
Section 2.3. SEAL. The seal of the Trust shall be circular in form and
shall bear the name of the Trust, the year of its organization, and the words
"Common Seal" and "A Massachusetts Voluntary Association". The form of the seal
shall be subject to alteration by the Trustees and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Trustee of the Trust shall have authority to affix
the seal of the Trust to any document requiring the same but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on, and
its absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
<PAGE>
ARTICLE III
SHAREHOLDERS
Section 3.1.MEETINGS. A Shareholders' meeting for the election of Trustees
and the transaction of other proper business shall be held when authorized or
required by the Declaration.
Section 3.2 PLACE OF MEETING. All Shareholders' meetings shall be held at
such place within or without the State of New York as the Trustees shall
designate.
Section 3.3. NOTICE OF MEETINGS. Notice of all Shareholders'
meetings, stating the time, place and purpose of the meeting, shall be given by
the Secretary or an Assistant Secretary of the Trust by mail to each Shareholder
entitled to notice of and to vote at such meeting at his address as recorded on
the register of the Trust. Such notice shall be mailed at least 10 days and not
more than 90 days before the meeting. Such notice shall be deemed to be given
when deposited in the United States mail, with postage thereon prepaid. Any
adjourned meeting may be held as adjourned without further notice. No notice
need be given (a) to any Shareholder if a written waiver of notice, executed
before or after the meeting by such Shareholder or his attorney thereunto duly
authorized, is filed with the records of the meeting, or (b) to any Shareholder
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A waiver of notice need not specify the purposes of
the meeting.
Section 3.4. SHAREHOLDERS ENTITLED TO VOTE. If, pursuant to Section 3.9
hereof, a record date has been fixed for the determination of Shareholders
entitled to notice of and to vote at any Shareholders' meeting, each Shareholder
of the Trust shall be entitled to vote, in accordance with the applicable
provisions of the Declaration, in person or by proxy, each Share or fraction
thereof standing in his name on the register of the Trust at the time of
determining net asset value on such record date. If the Declaration or the 1940
Act requires that Shares be voted by Series, each Shareholder shall only be
entitled to vote, in person or by proxy, each Share or fraction thereof of such
Series standing in his name on the register of the Trust at the time of
determining net asset value on such record date. If no record date has been
fixed for the determination of Shareholders so entitled, the record date for the
determination of Shareholders entitled to notice of and to vote at a
Shareholders' meeting shall be at the close of business on the day on which
notice of the meeting is mailed or, if notice is waived by all Shareholders, at
the close of business on the tenth day next preceding the day on which the
meeting is held.
Section 3.5. QUORUM. The presence at any Shareholders' meeting, in person
or by proxy, of Shareholders entitled to cast a majority of the votes thereat
shall be a quorum for the transaction of business.
<PAGE>
3
Section 3.6. ADJOURNMENT. The holders of a majority of the Shares
entitled to vote at the meeting and present thereat, in person or by proxy,
whether or not constituting a quorum, or, if no Shareholder entitled to vote is
present thereat, in person or by proxy, any Trustee or officer present thereat
entitled to preside or act as Secretary of such meeting, may adjourn the meeting
sine die or from time to time. Any business that might have been transacted at
the meeting originally called may be transacted at any such adjourned meeting at
which a quorum is present.
Section 3.7. PROXIES. Shares may be voted in person or by proxy.
When any Share is held jointly by several persons, any one of them may vote at
any meeting, in person or by proxy, in respect of such Share unless at or prior
to exercise of the vote the Trustees receive a specific written notice to the
contrary from any one of them. If more than one such joint owners shall be
present at such meeting, in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote cast, such vote shall not be received
in respect of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise
and the burden of proving invalidity shall rest on the challenger.
Section 3.8. INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.
Section 3.9. RECORD DATES. The Trustees may fix in advance a date as
a record date for the purpose of determining the Shareholders who are entitled
to notice of and to vote at any meeting or any adjournment thereof, or to
express consent in writing without a meeting to any action of the Trustees, or
who shall receive payment of any dividend or of any other distribution, or for
the purpose of any other lawful action, provided that such record date shall be
not more than 90 days before the date on which the particular action requiring
such determination of Shareholders is to be taken. In such case, subject to the
provisions of Section 3.4, each eligible Shareholder of record on such record
date shall be entitled to notice of, and to vote at, such meeting or
adjournment, or to express such consent, or to receive payment of such dividend
or distribution or to take such other action, as the case may be,
notwithstanding any transfer of Shares on the register of the Trust after the
record date.
ARTICLE IV
MEETINGS OF TRUSTEES
<PAGE>
4
Section 4.1.REGULAR MEETINGS. The Trustees from time to time shall provide
by resolution for the holding of regular meetings for the election of officers
and the transaction of other proper business and shall fix the place and time
for such meetings to be held within or without the State of New York.
Section 4.2 SPECIAL MEETINGS. Special meetings of the Trustees shall be
held whenever called by the Chairman of the Board, the President (or, in the
absence or disability of the President, by any Vice President), the Chief
Financial Officer, the Secretary or two or more Trustees, at the time and place
within or without the State of New York specified in the respective notices or
waivers of notice of such meetings.
Section 4.3. NOTICE. No notice of regular meetings of the Trustees shall be
required except as required by the Investment Company Act of 1940, as amended.
Notice of each special meeting shall be mailed to each Trustee, at his residence
or usual place of business, at least two days before the day of the meeting, or
shall be directed to him at such place by telegraph, telecopy or cable, or be
delivered to him personally not later than the day before the day of the
meeting. Every such notice shall state the time and place of the meeting but
need not state the purposes thereof, except as otherwise expressly provided by
these By-Laws or by statute. No notice of adjournment of a meeting of the
Trustees to another time or place need be given if such time and place are
announced at such meeting.
Section 4.4. WAIVER OF NOTICE. Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its commencement the lack of
notice to him. A waiver of notice need not specify the purposes of the meeting.
Section 4.5 ADJOURNMENT AND VOTING. At all meetings of the Trustees, a
majority of the Trustees present, whether or not constituting a quorum, may
adjourn the meeting, from time to time. The action of a majority of the Trustees
present at a meeting at which a quorum is present shall be the action of the
Trustees unless the concurrence of a greater proportion is required for such
action by law, by the Declaration or by these By-Laws.
Section 4.6. COMPENSATON. Each Trustee may receive such remuneration for
his services as such as shall be fixed from time to time by resolution of the
Trustees.
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5
ARTICLE V
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 5.1. HOW CONSTITUTED.The Trustees may, by resolution, designate one
or more committees, including an Executive Committee, an Audit Committee and a
Committee on Administration, each consisting of at least two Trustees. The
Trustees may, by resolution, designate one or more alternate members of any
committee to serve in the absence of any member or other alternate member of
such committee. Each member and alternate member of a committee shall be a
Trustee and shall hold office at the pleasure of the Trustees. The Chairman of
the Board and the President shall be members of the Executive Committee.
Section 5.2. POWERS OF THE EXECUTIVE COMMITTEE. Unless otherwise provided
by resolution of the Trustees, the Executive Committee shall have and may
exercise all of the power and authority of the Trustees, provided that the power
and authority of the Executive Committee shall be subject to the limitations
contained in the Declaration.
Section 5.3 OTHER COMMITTEES OF TRUSTEES. To the extent provided by
resolution of the Trustees, other committees shall have and may exercise any of
the power and authority that may lawfully be granted to the Executive Committee.
Section 5.4. PROCEEDINGS, QUORUM AND MANNER OF ACTING. In the absence of
appropriate resolution of the Trustees, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
Trustees. In the absence of any member or alternate member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a Trustee to act in the place of such absent
member or alternate member.
Section 5.5 OTHER COMMITTESS. The Trustees may appoint other committees,
each consisting of one or more persons who need not be Trustees. Each such
committee shall have such powers and perform such duties as may be assigned to
it from time to time by the Trustees, but shall not exercise any power which may
lawfully be exercised only by the Trustees or a committee thereof.
<PAGE>
6
ARTICLE VI
OFFICERS
Section 6.1 GENERAL. The officers of the Trust shall be a Chairman of the
Board, a President, a Secretary, and a Chief Financial Officer, and may include
one or more Vice Presidents, one or more Assistant Secretaries, one or more
Treasurers or Assistant Treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 6.10 of this Article VI.
Section 6.2 ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers of
the Trust and any Series thereof (except those appointed pursuant to Section
6.10) shall be elected by the Trustees at their first meeting. If any officer or
officers are not elected at any such meeting, such officer or officers may be
elected at any subsequent regular or special meeting of the Trustees. Except as
provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the
Trustees shall hold office until his successor shall have been chosen and
qualified. Any two offices, except those of the President and a Vice President,
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument be required
by law, the Declaration or these By-Laws to be executed, acknowledged or
verified by any two or more officers. The Chairman of the Board and the
President shall be selected from among the Trustees and may hold such offices
only so long as they continue to be Trustees. Any Trustee or officer may be but
need not be a Shareholder of the Trust.
Section 6.3. RESIGNATIONS AND REMOVALS. Any officer may resign his office
at any time by delivering a written resignation to the Trustees, the President,
the Secretary or any Assistant Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery. Any officer may be removed
from office with or without cause by the vote of a majority of the Trustees at
any regular meeting or any special meeting. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
officer removed shall have any right to any compensation for any period
following his resignation or removal or any right to damages on account of such
removal.
Section 6.4. VACANCIES AND NEWLY CREATED OFFICES.If any vacancy shall occur
in any office by reason of death, resignation, removal, disqualification or
other cause, or if any new office shall be created, such vacancies or newly
created offices may be filled by the Trustees at any regular or special meeting
or, in the case of any office created pursuant to Section 6.10 of this Article
VI, by any officer upon whom such power shall have been conferred by the
Trustees.
<PAGE>
Section 6.5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
chief executive officer of the Trust and each Series thereof, shall preside at
all Shareholders' meetings and at all meetings of the Trustees and shall be ex
officio a member of all committees of the Trustees and each Series thereof,
except the Audit Committee. Subject to the supervision of the Trustees, he shall
have general charge of the business of the Trust and each Series thereof, the
Trust Property and the officers, employees and agents of the Trust and each
Series thereof. He shall have such other powers and perform such other duties as
may be assigned to him from time to time by the Trustees.
Section 6.6. PRESIDENT. The President shall be the chief operating
officer of the Trust and each Series thereof and, at the request of or in
the absence or disability of the Chairman of the Board, he shall preside at
all Shareholders' meetings and at all meetings of the Trustees and shall in
general exercise the powers and perform the duties of the Chairman of the
Board. Subject to the supervision of the Trustees and such direction and
control as the Chairman of the Board may exercise, he shall have general
charge of the operations of the Trust and each Series thereof and its
officers, employees and agents. He shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by
the Trustees.
Section 6.7. VICE PRESIDENT. The Trustees may, from time to time,
designate and elect one or more Vice Presidents who shall have such
powers and perform such duties as from time to time may be assigned to
them by the Trustees or the President. At the request or in the
absence or disability of the President, the Executive Vice President
(or, in the absence of both the President and the Executive Vice
President, if there are two or more Senior Vice Presidents, then the
senior in length of time in office of the Senior Vice Presidents
present and able to act) may perform all the duties of the President
and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 6.8. CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT
TREASURERS. The Chief Financial Officer shall be the principal
financial and accounting officer of the Trust and each Series thereof
and shall have general charge of the finances and books of account of
the Trust and each Series thereof. Except as otherwise provided by the
Trustees, he shall have general supervision of the funds and property
of the Trust and each Series thereof and of the performance by the
Custodian appointed pursuant to Section 8.1 of the Declaration of its
duties with respect thereto. The Chief Financial Officer shall render
a statement of condition of the finances of the Trust and each Series
thereof to the Trustees as often as they shall require the same and he
shall in general perform all the duties incident to the office of the
Chief Financial Officer and such other duties as from time to time may
be assigned to him by the Trustees.
<PAGE>
The Treasurer or any Assistant Treasurer may perform such duties of
the Chief Financial Officer as the Chief Financial Officer or the Trustees may
assign. In the absence of the Chief Financial Officer, the Treasurer may perform
all duties of the Chief Financial Officer. In the absence of the Chief Financial
Officer and the Treasurer, any Assistant Treasurer may perform all duties of the
Chief Financial Officer.
Section 6.9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary
shall attend to the giving and serving of all notices of the Trust and
each Series thereof and shall record all proceedings of the meetings
of the Shareholders and Trustees in one or more books to be kept for
that purpose. He shall keep in safe custody the seal of the Trust, and
shall have charge of the records of the Trust and each Series thereof,
including the register of shares and such other books and papers as
the Trustees may direct and such books, reports, certificates and
other documents required by law to be kept, all of which shall at all
reasonable times be open to inspection by any Trustee. He shall
perform such other duties as appertain to his office or as may be
required by the Trustees.
Any Assistant Secretary may perform such duties of the Secretary as
the Secretary or the Trustees may assign, and, in the absence of the Secretary,
he may perform all the duties of the Secretary.
Section 6.10. SUBORDINATE OFFICERS. The Trustees from time to
time may appoint such other subordinate officers or agents as they may
deem advisable, each of whom shall have such title, hold office for
such period, have such authority and perform such duties as the
Trustees may determine. The Trustees from time to time may delegate to
one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.
Section 6.11. REMUNERATION. The salaries or other compensation of
the officers of the Trust and any Series thereof shall be fixed from
time to time by resolution of the Trustees, except that the Trustees
may by resolution delegate to any person or group of persons the power
to fix the salaries or other compensation of any subordinate officers
or agents appointed in accordance with the provisions of Section 6.10
hereof.
Section 6.12. SURETY BONDS. The Trustees may require any officer or agent of the
Trust and any Series thereof to execute a bond (including, without limitation,
any bond required by the 1940 Act and the rules and regulations of the
Commission) to the Trustees in such sum and with such surety or sureties as the
Trustees may determine, conditioned upon the faithful performance of his duties
to the Trust, including responsibility for negligence and for the accounting of
any of the Trust Property that may come into his hands. In any such case, a new
bond of like character shall be given at least every six years, so that the date
of the new bond shall not be more than six years subsequent to the date of the
bond immediately preceding.
<PAGE>
ARTICLE VII
EXECUTION OF INSTRUMENTS; VOTING OF SECURITIES
Section 7.1. EXECUTION OF INSTRUMENTS. All deeds, documents, transfers,
contracts, agreements, requisitions, orders, promissory notes, assignments,
endorsements, checks and drafts for the payment of money by the Trust or
any Series thereof, and any other instruments requiring execution either in
the name of the Trust or the names of the Trustees or otherwise may be
signed by the Chairman, the President, a Vice President or the Secretary
and by the Chief Financial Officer, Treasurer or an Assistant Treasurer, or
as the Trustees may otherwise, from time to time, authorize, provided that
instructions in connection with the execution of portfolio securities
transactions may be signed by one such officer. Any such authorization may
be general or confined to specific instances.
Section 7.2. VOTING OF SECURITIES. Unless otherwise
ordered by the Trustees, the Chairman, the President or any
Vice President shall have full power and authority on behalf
of the Trustees to attend and to act and to vote, or in the
name of the Trustees to execute proxies to vote, at any
meeting of stockholders of any company in which the Trust
may hold stock. At any such meeting such officer shall
possess and may exercise (in person or by proxy) any and all
rights, powers and privileges incident to the ownership of
such stock. The Trustees may by resolution from time to time
confer like powers upon any other person or persons.
ARTICLE VIII
FISCAL YEAR; ACCOUNTANTS
Section 8.1. FISCAL YEAR. The fiscal year of the Trust
and any Series thereof shall be established by resolution of
the Trustees.
Section 8.2. ACCOUNTANTS.(a) The Trustees shall employ
a public accountant or a firm of independent public
accountants as their accountant to examine the accounts of
the Trust and each Series thereof and to sign and certify at
least annually financial statements filed by the Trust. The
accountant's certificates and reports shall be addressed
both to the Trustees and to the Shareholders.
(b) A majority of the Trustees who are not Interested Persons of the
Trust shall select the accountant at any meeting held before the initial
registration statement of the Trust becomes effective, and thereafter shall
select the accountant annually by votes, cast in person, at a meeting held
within 90 days before or after the beginning of the fiscal year of the Trust.
<PAGE>
(c) Any vacancy occurring due to the death or resignation of the
accountant may be filled at a meeting called for the purpose by the vote, cast
in person, of a majority of those Trustees who are not Interested Persons of the
Trust.
ARTICLE IX
AMENDMENTS; COMPLIANCE WITH INVESTMENT COMPANY ACT
Section 9.1. AMENDMENTS. These By-Laws may be amended
or repealed, in whole or in part, by a majority of the
Trustees then in office at any meeting of the Trustees, or
by one or more writings signed by such a majority.
Section 9.2. COMPLIANCE WITH INVESTMENT COMPANY ACT. No
provision of these By-Laws shall be given effect to the
extent inconsistent with the requirements of the Investment
Company Act of 1940, as amended.
<PAGE>
BY-LAWS
OF
LORD ABBETT GUARANTEED EQUITY FUND
As adopted on January 19, 1990
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I Definitions 1
ARTICLE II Offices and Seal.................................................1
Section 2.1. Principal Office......................................1
Section 2.2. Other Offices.........................................1
Section 2.3. Seal..................................................1
ARTICLE III Shareholders..........................................2
Section 3.1. Meetings..............................................2
Section 3.2. Place of Meeting......................................2
Section 3.3. Notice of Meetings....................................2
Section 3.4. Shareholders Entitled to Vote.........................2
Section 3.5. Quorum................................................2
ARTICLE IV Meetings of Trustees.............................................3
Section 4.1. Regular Meetings......................................3
Section 4.2. Special Meetings......................................4
Section 4.3. Notice................................................4
Section 4.4. Waiver of Notice......................................4
Section 4.5. Adjournment and Voting................................4
Section 4.6. Compensation..........................................4
ARTICLE V Executive Committee and Other Committees.........................5
Section 5.1. How Constituted.......................................5
Section 5.2. Powers of the Executive Committee.....................5
Section 5.3. Other Committees of Trustees..........................5
Section 5.4. Proceedings, Quorum and Manner of Acting..............5
Section 5.5. Other Committees......................................5
ARTICLE VI Officers 6
Section 6.1. General...............................................6
Section 6.2. Election, Term of Office and Qualifications...........6
Section 6.3. Resignations and Removals.............................6
Section 6.4. Vacancies and Newly Created Offices...................6
Section 6.5. Chairman of the Board.................................6
Section 6.6. President.............................................7
Section 6.7. Vice President........................................7
Section 6.8. Chief Financial Officer,Treasurer and Assistant
Treasurers................................ 7
Section 6.9. Secretary and Assistant Secretaries...................8
Section 6.10. Subordinate Officers..................................8
Section 6.11. Remuneration..........................................8
Section 6.12. Surety Bonds..........................................8
ARTICLE VII Execution of Instruments; Voting of Securities........9
Section 7.1. Execution of Instruments..............................9
Section 7.2. Voting of Securities..................................9
ARTICLE VIII Fiscal Year; Accountants..............................9
Section 8.1. Fiscal Year...........................................9
Section 8.2. Accountants...........................................9
ARTICLE IX Amendments; Compliance with Investment Company Act..............10
Section 9.1. Amendments...........................................10
Section 9.2. Compliance with Investment Company Act...............10
