1933 Act File No. 33-47641
1940 Act File No. 811-6650
SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 4 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
AMENDMENT No. 4 [X]
LORD ABBETT RESEARCH FUND, INC.
-------------------------------
Exact Name of Registrant as Specified in Charter
767 Fifth Avenue, New York, N.Y. 10153
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Address of Principal Executive Office
Registrant's Telephone Number (212) 848-1800
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Kenneth B. Cutler, Vice President & Secretary
767 Fifth Avenue, New York, N.Y. 10153
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately on filing pursuant to paragraph (b) of Rule 485
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X on April 1, 1995 pursuant to paragraph (b) of Rule 485
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60 days after filing pursuant to paragraph (a) (1) of Rule 485
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on (date) pursuant to paragraph (a) (1) of Rule 485
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75 days after filing pursuant to paragraph (a) (2) of Rule 485
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on (date) pursuant to paragraph (a) (2) of Rule 485
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If appropriate, check the following box:
this post-effective amendment designates a new effective
- ----
date for a previously filed post-effective amendment
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a) (1) and a Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed with the Commission on or about
January 23, 1995.
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 4
Pursuant to Rule 481(a)
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
- -------- -----------------------------------
1 Cover Page
2 Fee Table
3 (a) Financial Highlights; Performance
3 (b) N/A
4 (a) (i) Cover Page
4 (a) (ii) Investment Objective; How We Invest
4 (b) (c) How We Invest
5 (a) (b) (c) Our Management; Back Cover Page
5 (d) N/A
5 (e) Back Cover Page
5 (f) Our Management
5 (g) N/A
5 A Performance
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes
7 (a) Back Cover Page
7 (b) (c) (d)
(e) (f) Purchases
8 (a) (b) (c)
(d) Redemptions
9 N/A
10 Cover Page
11 Cover Page - Table of Contents
12 N/A
13 (a) (b) (c)
(d) Investment Objective and Policies
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) Purchases, Redemptions
and Shareholder Services
16 (h) Investment Advisory and Other Services
16 (i) N/A
17 (a) Portfolio Transactions
<PAGE>
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
- -------- -----------------------------------
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) Portfolio Transactions
17 (e) N/A
18 (a) Cover Page
18 (b) N/A
19 (a) (b) Purchases, Redemptions
and Shareholder Services; Notes
to Financial Statements
19 (c) N/A
20 Taxes
21 (a) Purchases, Redemptions
and Shareholder Services
21 (b) (c) N/A
22 (a) N/A
22 (b) Past Performance
23 Financial Statements; Supplementary
Financial Information
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
THE GENERAL MOTORS BUILDING
767 FIFTH AVENUE
NEW YORK, NY 10153-0203
800-426-1130
- --------------------------------------------------------------------------------
LORD ABBETT RESEARCH FUND, INC. (WE OR THE FUND) IS A DIVERSIFIED, OPEN-END
MANAGEMENT INVESTMENT COMPANY INCORPORATED IN MARYLAND ON APRIL 6, 1992. THE
FUND CURRENTLY CONSISTS OF ONE SERIES-SERIES 1.
THE FUND'S INVESTMENT OBJECTIVE IS GROWTH OF CAPITAL AND GROWTH OF INCOME
CONSISTENT WITH REASONABLE RISK. PRODUCTION OF CURRENT INCOME IS A SECONDARY
CONSIDERATION. THE FUND SEEKS TO ATTAIN ITS OBJECTIVE BY INVESTING IN A BROAD
RANGE OF COMMON STOCKS (INCLUDING SECURITIES CONVERTIBLE INTO COMMON STOCKS)
WHICH IT BELIEVES ARE SELLING AT ATTRACTIVE PRICES IN RELATION TO VALUE AND
THEREFORE REPRESENT FUNDAMENTAL INVESTMENT VALUE. THIS OBJECTIVE MAY NOT BE
CHANGED WITHOUT SHAREHOLDER APPROVAL. THERE CAN BE NO ASSURANCE THAT THE FUND
WILL ACHIEVE ITS OBJECTIVE.
THE DIRECTORS MAY PROVIDE FOR ADDITIONAL SERIES FROM TIME TO TIME. WITHIN
EACH SERIES, THE FREELY TRANSFERABLE SHARES WILL HAVE EQUAL RIGHTS WITH RESPECT
TO DIVIDENDS, ASSETS, LIQUIDATION AND VOTING.
THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
THE FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
AVAILABLE UPON REQUEST WITHOUT CHARGE. THE STATEMENT OF ADDITIONAL INFORMATION
IS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND MAY BE OBTAINED, WITHOUT
CHARGE, BY WRITING DIRECTLY TO THE FUND OR BY CALLING 800-874-3733. ASK FOR PART
B OF THE PROSPECTUS THE STATEMENT OF ADDITIONAL INFORMATION.
THE DATE OF THIS PROSPECTUS, AND THE DATE OF THE STATEMENT OF ADDITIONAL
INFORMATION, IS APRIL 1, 1995.
PROSPECTUS
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS. SHAREHOLDER INQUIRIES SHOULD
BE MADE IN WRITING DIRECTLY TO THE FUND OR BY CALLING 800-821-5129. YOU CAN ALSO
MAKE INQUIRIES THROUGH YOUR BROKER-DEALER.
CONTENTS PAGE
1 Investment Objectives 2
2 Fee Table 2
3 Financial Highlights 2
4 How We Invest 3
5 Purchases 4
6 Our Management 4
7 Dividends, Capital Gains
Distributions and Taxes 4
8 Redemptions 5
9 Performance 5
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS FUND IS SOLD ONLY IN NEW YORK.
<PAGE>
1 INVESTMENT OBJECTIVES
---------------------
The investment objective of Lord Abbett Research Fund, Inc. is growth of capital
and growth of income consistent with reasonable risk. Production of current
income is a secondary consideration.
2 FEE TABLE
---------
A summary of the Funds expenses is set forth in the table below. The example
should not be considered a representation of past or future expenses. Actual
expenses may be more or less than those shown.
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
Maximum Sales Load(1) on Purchases
(See Purchases) None
Redemption Fee (See Purchases) None
- -----------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (See Our Management) .00%(2)
12b-1 Fees (See Purchases) None
Other Expenses (See Our Management) .00%(2)
- -----------------------------------------------------------
Total Operating Expenses .00%(2)
Example: Assume an annual return of 5% and there is no change in the level of
- -------
expenses described in the Fee Table. For every $1,000 invested, with
reinvestment of all distributions, you would pay the following total expenses if
you closed your account after the number of years indicated.
1 year(3) 3 years(3) 5 years(3) 10 years(3)
------ ------- ------- --------
$0 $0 $0 $0
<FN>
<F1>
(1)Sales load is referred to as sales charge throughout this Prospectus.
<F2>
(2)Although not obligated to, Lord, Abbett & Co. waived its management fee and
subsidized the operating expenses of the Fund and continues to do so. This fee
would have been .75% and total operating expenses are estimated to be 1.15% for
the fiscal year absent such waiver and subsidy.
<F3>
(3)These figures reflect a management fee waiver and expense subsidy from Lord,
Abbett & Co. These expenses without such waiver and subsidy are estimated to be
$12, $37, $63, and $140, respectively.
The foregoing is provided to give investors a better understanding of the
expenses that are incurred by an investment in the Fund.
</FN>
</TABLE>
3 FINANCIAL HIGHLIGHTS
--------------------
The following table has been audited by Deloitte & Touche LLP, independent
accountants, in connection with their annual audit of the Funds Financial
Statements, whose report thereon is incorporated by reference in the Statement
of Additional Information and may be obtained upon request, and has been
included herein in reliance upon their authority as experts in auditing and
accounting.
<TABLE>
<CAPTION>
For the Period June 3, 1992
PER SHARE OPERATING Year Ended November 30, (Commencement of Operations)
-----------------------
PERFORMANCE: 1994 1993 to November 30, 1992
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $12.33 $10.61 $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income .34 .29 .12
Net realized and unrealized
gain on investments .65 1.57 .49
TOTAL FROM INVESTMENT OPERATIONS .99 1.86 .61
- -----------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from net investment income (.20) (.14) -
Net realized gain from security transactions (.33)
NET ASSET VALUE, END OF PERIOD $12.79 $12.33 $10.61
- ---------------------------------------------------------------- -------------------------------------------------
TOTAL RETURN 8.21% 17.72% 6.10%**
- -----------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (000) $5,558 $4,086 $2,372
Ratios to Average Net Assets:
Expenses, including waiver .00% .00% .00%
Expenses, excluding waiver 1.15% 1.20% .79%**
Net investment income 2.65% 2.44% 1.39%**
Portfolio turnover rate 43.85% 74.16% 20.70%
<FN>
Net of management fee waiver.
**Not annualized.
</FN>
</TABLE>
<PAGE>
4 HOW WE INVEST
--------------
We invest in common stocks (including securities convertible into common stocks
such as investment-grade convertible bonds or convertible-preferred stocks) of
companies with good prospects for improvement in earnings trends or asset
values. We will invest in companies on the basis of the fundamental economic and
business factors (such as government, fiscal and monetary policies, employment
levels, demographics, retail sales and market share) which will affect future
earnings and which we believe are the primary factors determining the future
market valuation of stocks. Although the prices of common stocks fluctuate and
their dividends vary, historically, common stocks have appreciated in value and
their dividends have increased when the companies they represent have prospered
and grown. There can be no assurance that stocks selected for our portfolio will
appreciate in value or that their dividends will increase or be maintained.
In selecting securities for investment, we give more weight to the
possibilities of capital growth and growth of income than to current income. In
seeking to fulfill our objective, we will invest primarily in both large and
middle-sized companies, as measured by the value of their outstanding stock.
By concentrating our research and stock selection on companies that are
undervalued or out of current investment favor, our investment portfolio
typically will encompass less market risk as measured by its
price-to-normal-earnings and price-to-book-value ratios. Our management process
results in the sale of stocks that we judge to be overpriced and reinvestment in
other securities which we believe offer better values and less market risk.
Our investment portfolio will be diversified among many issuers
representing many different industries. The portfolio reflects the collective
judgment of the Research Department of Lord, Abbett & Co. (Lord Abbett) as to
what securities represent the greatest investment value, regardless of industry
sector, market capitalization, or Wall Street sponsorship. At the time of
purchase, securities selected for our portfolio may be largely neglected by the
investment community or, if widely followed, they may be out of favor or at
least controversial.
Up to 10% of our net assets (at the time of investment) may be invested in
foreign securities.
In an attempt to increase our income and to provide greater flexibility in
the disposition of our portfolio securities, we may write covered call options
which are traded on a national securities exchange with respect to securities in
our portfolio with an aggregate market value of up to 5% of our gross assets at
the time an option is written.
We may engage in (a) investing in closed-end investment companies, (b)
lending of our portfolio securities to broker-dealers on a secured basis and (c)
investing in rights and warrants to purchase securities (included within these
purchases but not exceeding 2% of the value of the Funds assets, may be warrants
which are not listed on the New York or American Stock Exchanges), but we have
no present intention to commit more than 5% of gross assets to any one of these
three identified practices.
We will not borrow money, except as a temporary measure for extraordinary
or emergency purposes and then not in excess of 5% of our gross assets at the
lower of cost or market value.
Neither an issuers ceasing to be rated investment grade nor a rating
reduction below that grade will require elimination of a bond from the Funds
portfolio. For temporary defensive purposes, we may invest in high-quality
short-term debt obligations of banks, corporations or the U.S. Government of the
type normally owned by a money market fund.
RISK FACTORS. If the Fund remains small, there is risk that redemptions may (a)
cause portfolio securities to be sold prematurely (at a loss or gain, depending
upon the circumstances) or (b) hamper or prevent a contemplated portfolio
security purchase. Securities markets of foreign countries in which we may
invest (up to 10% of our net assets) generally are not subject to the same
degree of regulation as the U.S. markets and may be more volatile and less
liquid than the major U.S. markets. There may be less publicly-available
information on publicly-traded companies, banks and governments in foreign
countries than generally is the case for such entities in the United States. The
lack of uniform accounting standards and practices among countries impairs the
validity of direct comparisons of valuation measures (such as price/earnings
ratios) for securities in different countries. Other considerations include
political and social instability, expropriation, higher transaction costs,
currency fluctuations, withholding taxes that cannot be passed through as a tax
credit or reduction to shareholders and different securities settlement
practices. Foreign securities may be traded on days that we do not value our
portfolio securities, and, accordingly, our net asset value may be significantly
affected on days when shareholders do not have access to the Fund.
We also may invest in stocks of companies with small market capitalization
guided by the policies mentioned above. Stock prices of such companies may be
more volatile than those of large and middle-sized companies.
Convertible bonds and convertible-preferred stocks tend to be more volatile
than straight bonds but less volatile and more income producing than their
underlying common stocks.
<PAGE>
5 PURCHASES
---------
Our shares may only be purchased by employees and partners of Lord Abbett,
directors (trustees) of Lord Abbett-managed funds, and spouses and other family
members of such employees, partners and directors (trustees). All shares may be
purchased at the net asset value per share next computed after the order is
received by Lord Abbett. The minimum initial investment is $1,000. Subsequent
investments may be made in any amount. Place your order with Lord Abbett or send
it to Lord Abbett Research Fund, Inc. (P.O. Box 419100, Kansas City, Missouri
64141).
The net asset value of our shares is calculated every business day as of
the close of the New York Stock Exchange (NYSE), by dividing net assets by the
number of shares outstanding. Securities are valued at their market value as
more fully described in the Statement of Additional Information. A business day
is a day on which the NYSE is open for trading. We are not obligated to maintain
this offering or its terms and this offering may be suspended, changed or
withdrawn. Lord Abbett reserves the right to reject any order. Certificates
representing shares of the Fund will not be issued. This will relieve
shareholders of the responsibility and inconvenience of safekeeping share
certificates and save the Fund unnecessary expense. If you have any questions,
call the Fund at 800-821-5129.
TELEPHONE EXCHANGE PRIVILEGE: Shares may be exchanged, without a service
charge, for those of any other Lord Abbett-sponsored fund except for (i) Lord
Abbett Equity Fund, Lord Abbett Series Fund and Lord Abbett Counsel Group and
(ii) certain tax-free single-state series where the exchanging shareholder is a
resident of a state in which such series is not offered for sale (together,
"ELIGIBLE FUNDS").
You or YOUR REPRESENTATIVE WITH PROPER IDENTIFICATION can instruct the Fund
to exchange shares by telephone. Shareholders have this privilege unless they
refuse it in writing. The Fund will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine and will
employ reasonable procedures to confirm that instructions received are genuine,
including requesting proper identification, and recording all telephone
exchanges. Instructions must be received by the Fund in Kansas City
(800-521-5315) prior to the close of the NYSE to obtain each funds net asset
value per share on that day. Expedited exchanges by telephone may be difficult
to implement in times of drastic economic or market change. The exchange
privilege should not be used to take advantage of short-term swings in the
market. The Fund reserves the right to terminate or limit the privilege of any
shareholder who makes frequent exchanges. The Fund can revoke the privilege for
all shareholders upon 60 days prior written notice. A prospectus for the other
Lord Abbett-sponsored fund selected by you should be obtained and read before an
exchange. Exercise of the Exchange Privilege will be treated as a sale for
federal income tax purposes and, depending on the circumstances, a capital gain
or loss may be recognized.
6 OUR MANAGEMENT
--------------
Our business is managed by our officers on a day-to-day basis under the overall
direction of our Board of Directors. We employ Lord Abbett as investment manager
pursuant to a Management Agreement. Lord Abbett has been an investment manager
for over 60 years and currently manages approximately $16 billion in a family of
mutual funds and other advisory accounts. Under the Management Agreement, Lord
Abbett provides the Fund with investment management services and executive and
other personnel, pays the remuneration of our officers and of our directors
affiliated with Lord Abbett, provides us with office space and pays for ordinary
and necessary office and clerical expenses relating to research, statistical
work and supervision of our portfolio and certain other costs. Lord Abbett
provides similar services to fifteen other Lord Abbett-sponsored funds having
various investment objectives and also advises other investment clients. E.
Wayne Nordberg, Lord Abbett partner for over five years, is primarily
responsible for the day-to-day management of the Fund and has been since
inception. Mr. Nordberg delegates management duties to a committee consisting,
at any time, of three Lord Abbett employees from the Research Department. The
members of the committee, who also may be officers of the Fund, have staggered
terms to assure continuity and a forum for different judgments as to what
securities represent the greatest investment value, regardless of industry
sector, market capitalization or Wall Street sponsorship.
We are obligated to pay Lord Abbett a monthly fee based on average daily
net assets for each month at the annual rate of .75%. This fee is higher than
that paid by most mutual funds. For the fiscal year ended November 30, 1994,
Lord Abbett waived $33,861 of its management fee and assumed $18,000 of
expenses. Due to such waiver, the effective fee paid to Lord Abbett as a
percentage of average daily net assets was at the annual rate of zero percent
for such period. In addition, we pay all expenses not expressly assumed by Lord
Abbett. Our ratio of expenses, including management fee expenses, to average net
assets for such fiscal year was zero percent. This expense ratio would have been
1.15% had Lord Abbett not waived its management fee and paid all other expenses
of the Fund.
7 DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
------------------------------------------------
Dividends from taxable net investment income may be taken in cash or reinvested
in additional shares at net asset value (without a sales charge) and will be
paid to shareholders semi-annually in December and June.
A long-term capital gains distribution is made when we have net profits
<PAGE>
during the year from sales of securities which we have held more than one year.
If we realize net short-term capital gains, they also will be distributed. Any
capital gains distribution will be made in December and may be taken in cash or
reinvested in more shares at net asset value without a sales charge.
Supplemental dividends and distributions also may be paid in December.
Dividends and distributions declared in October, November or December of any
year to shareholders of record as of a date in such a month will be treated for
federal income tax purposes as having been received by shareholders in that year
if they are paid before February 1 of the following year.
We intend to continue to meet the requirements of Subchapter M of the
Internal Revenue Code. We try to distribute to shareholders all our net
investment income and net realized capital gains, so as to avoid the necessity
of the Fund paying federal income tax. Shareholders, however, must report
dividends and capital gains distributions as taxable income. Distributions
derived from net long-term capital gains which are designated by the Fund as
capital gains dividends will be taxable to shareholders as long-term capital
gains, whether received in cash or shares, regardless of how long a taxpayer has
held the shares. Under current law, net long-term capital gains of individuals
and corporations are taxed at the rates applicable to ordinary income, except
that the maximum rate for long-term capital gains for individuals is 28%.
You may be subject to a $50 penalty under the Internal Revenue Code and we
may be required to withhold and remit to the U.S. Treasury a portion (31%) of
any redemption or repurchase proceeds and of any dividend or distribution on any
account, where the payee (shareholder) failed to provide a correct taxpayer
identification number or to make certain required certifications.
We will inform shareholders of the federal tax status of each dividend and
distribution shortly after the end of each calendar year.
You should consult your tax adviser concerning applicable state and local
taxes as well as on the tax consequences of gains or losses from the redemption
or exchange of our shares.
8 REDEMPTION
----------
To obtain the proceeds of an expedited redemption of $50,000 or less, you or
your representative with proper identification can telephone the Fund. The Fund
will not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine and will employ reasonable procedures to
confirm that instructions received are genuine, including requesting proper
identification, recording all telephone redemptions and mailing the proceeds
only to the named shareholder at the address appearing on the account
registration.
If you do not qualify for the expedited redemption procedures described
above to redeem shares directly, send your request to Lord Abbett Research Fund,
Inc. (P.O. Box 419100, Kansas City, Missouri 64141) with signature(s) and any
legal capacity of the signer(s) guaranteed by an eligible guarantor.
Under certain circumstances and subject to prior written notice, our Board
of Directors may authorize redemption of all of the shares in any account in
which there are fewer than 25 shares.
9 PERFORMANCE
-----------
We calculate our average annual total return for a given period by determining
an annual compounded rate that would cause the hypothetical initial investment
made on the first day of the period to equal the ending redeemable value. The
calculation assumes for the period a $1,000 hypothetical initial investment, the
reinvestment of all income and capital gains distributions on the reinvestment
dates at the prices calculated as stated in the Prospectus, and a complete
redemption at the end of the period to determine the ending redeemable value.
Further information about Fund performance is in the Annual Report, which may be
obtained without charge.
<PAGE>
INVESTMENT MANAGER
Lord, Abbett & Co.
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800
CUSTODIAN
Morgan Guaranty Trust Company of New York
60 Wall Street, New York, New York 10005
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
United Missouri Bank of Kansas City, N.A.
Tenth and Grand
Kansas City, Missouri 64141
SHAREHOLDER SERVICING AGENT
DST Systems, Inc.
P.O. Box 419100
Kansas City, Missouri 64141
800-821-5129
AUDITORS
Deloitte & Touche LLP
<PAGE>
LORD ABBETT
Statement of Additional Information April 1, 1995
Lord Abbett
Research Fund, Inc.
- -------------------------------------------------------------------------------
This Statement of Additional Information is not a Prospectus. A Prospectus
may be obtained from your securities dealer or from Lord, Abbett & Co. ("Lord
Abbett") at The General Motors Building, 767 Fifth Avenue, New York, New York
10153-0203. This Statement relates to, and should be read in conjunction with,
the Prospectus dated April 1, 1995.
Lord Abbett Research Fund, Inc. (sometimes referred to as "we" or the "Fund")
was incorporated under Maryland law on April 6, 1992. Our authorized capital
stock consists of a single class of 50,000,000 shares, $.001 par value. All
shares have equal noncumulative voting rights and equal rights with respect to
dividends, assets and liquidation. They are fully paid and nonassessable when
issued and have no preemptive or conversion rights.
Shareholder inquiries should be made by writing directly to the Fund or by
calling 800-821-5129. In addition, you can make inquiries through Lord Abbett.
TABLE OF CONTENTS PAGE
1. Investment Objective and Policies 2
2. Directors and Officers 3
3. Investment Advisory and Other Services 4
4. Portfolio Transactions 5
5. Purchases, Redemptions and Shareholder Services 6
6. Past Performance 7
7. Taxes 7
8. Information About The Fund 8
9. Financial Statements 8
<PAGE>
1.
Investment Objectives and Policies
The Fund's investment objectives and policies are described in the Prospectus on
the cover page and under "How We Invest," respectively. In addition to those
policies described in the Prospectus, we are subject to the following investment
restrictions which cannot be changed without approval of a majority of our
outstanding shares. We may not: (1) sell short securities or buy securities or
evidences of interests therein on margin, although we may obtain short-term
credit necessary for the clearance of purchases of securities; (2) buy or sell
put or call options, although we may buy, hold or sell rights or warrants and we
may write covered call options and enter into closing purchase transactions as
discussed below; (3) issue senior securities or borrow money except as a
temporary measure for extraordinary or emergency purposes, and then not in
excess of 5% of our gross assets (at cost or market value, whichever is lower)
at the time of borrowing; (4) invest knowingly in securities or other assets not
readily marketable at the time of purchase; (5) act as underwriter of securities
issued by others, unless we are deemed to be one in selling a portfolio security
requiring registration under the Securities Act of 1933; (6) lend money or
securities to any person except through lending our portfolio securities to
registered broker-dealers where the loan is 100% secured by cash or its
equivalent as long as we comply with regulatory requirements; (7) pledge,
mortgage or hypothecate our assets -- however, this provision does not apply to
the grant of escrow receipts or the entry into other similar escrow arrangements
arising out of the writing of covered call options; (8) buy or sell real estate
including limited partnership interests therein (except securities of companies,
such as real estate investment trusts, that deal in real estate or interests
therein, although we have no current intent to invest in such securities), or
oil, gas or other mineral leases, commodities or commodity contracts in the
ordinary course of our business, except such interests and other property
acquired as a result of owning other securities, though securities will not be
purchased in order to acquire any of these interests; (9) buy securities issued
by any other open-end investment company except pursuant to a merger,
acquisition or consolidation, although we may invest up to 5% of our gross
assets at market value at the time of purchase in closed-end investment
companies if bought in the open market with a fee or commission no greater than
the customary broker's commission; (10) invest more than 5% of our gross assets,
taken at market value at the time of investment, in companies (including their
predecessors) with less than three years' continuous operation; (11) with regard
to 75% of our gross assets, buy securities if the purchase would then cause us
to have more than 5% of our gross assets, at market value at the time of
purchase, invested in securities of any one issuer, except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; (12) buy
voting securities if the purchase would then cause us to own more than 10% of
the outstanding voting stock of any one issuer; (13) own securities in a company
when any of its officers, directors or security holders is an officer or
director of the Fund or an officer, director or partner of our investment
manager if, after the purchase, any of such persons owns beneficially more than
1/2 of 1% of such securities and such persons together own more than 5% of such
securities; (14) concentrate our investments in any particular industry, but if
deemed appropriate for attainment of our investment objectives, up to 25% of our
gross assets (at market value at the time of investment) may be invested in any
one industry classification we use for investment purposes or (15) buy
securities from, or sell them to, our officers, directors, or employees, or to
our investment manager or to its partners and employees, other than capital
stock of the Fund.
For the year ended November 30, 1994, the portfolio turnover rate was 43.85%
versus 74.16% for the prior year.
Lending of Portfolio Securities
- -------------------------------
Although we have no current intention of doing so in the foreseeable future, we
may seek to earn income by lending portfolio securities. Under present
regulatory policies, such loans may be made to member firms of the New York
Stock Exchange ("NYSE") and are required to be secured continuously by
collateral consisting of cash, cash equivalents, or United States Treasury bills
maintained in an amount at least equal to the market value of the securities
loaned. We will have the right to call a loan and obtain the securities loaned
at any time upon five days' notice. During the existence of a loan we will
receive the income earned on investment of collateral. The aggregate value of
the securities loaned will not exceed 5% of the value of the Series' gross
assets.
<PAGE>
Other Investment Restrictions(which can be changed without shareholder approval)
- --------------------------------------------------------------------------------
Covered Call Options
- --------------------
As stated in the Prospectus, we may write covered call options on securities in
our portfolio in an attempt to increase our income and to provide greater
flexibility in the disposition of our portfolio securities. A "call option" is a
contract sold for a price (the "premium") giving its holder the right to buy a
specific number of shares of a stock at a specific price prior to a specified
date. A "covered call option" is a call option issued on securities already
owned by the writer of the call option for delivery to the holder upon the
exercise of the option. During the period of the option, we forgo the
opportunity to profit from any increase in the market price of the underlying
security above the exercise price of the option (to the extent that the increase
exceeds our net premium). We also may enter into "closing purchase transactions"
in order to terminate our obligation to deliver the underlying security (this
may result in a short-term gain or loss). A closing purchase transaction is the
purchase of a call option (at a cost which may be more or less than the premium
received for writing the original call option) on the same security with the
same exercise price and call period as the option previously written. If we are
unable to enter into a closing purchase transaction, we may be required to hold
a security that we otherwise might have sold to protect against depreciation. We
don't intend to write covered call options with respect to securities with an
aggregate market value of more than 5% of our gross assets at the time an option
is written. This percentage limitation will not be increased without prior
disclosure in our current prospectus.
Rights and Warrants
- -------------------
We may invest in rights and warrants to purchase securities. Included within
that amount, but not to exceed 2% of the value of the Series' net assets, may be
warrants which are not listed on the NYSE or American Stock Exchange.
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.
Investment Companies
- --------------------
As stated in investment restriction number (9) above, we may invest in
closed-end investment companies but have no present plans to do so. Such
investments may involve duplicate management fees and expenses.
2.
Directors and Officers
The following director is a partner of Lord, Abbett & Co., 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 fifteen other Lord Abbett-sponsored funds. He is an
"interested person" as defined in the Investment Company Act of 1940, as
amended.
Ronald P. Lynch, age 59, President and Chairman
The following outside directors are also directors or trustees of the fifteen
other Lord Abbett-sponsored funds referred to above.
<PAGE>
Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia
President and Chief Executive Officer of Rochester Button Company. Age 65.
Thomas J. Neff
277 Park Avenue
New York, New York
President of Spencer Stuart & Associates, an executive search consulting firm.
Age 57.
No director and no officer of the Fund received compensation from the Fund for
acting in such capacity.
Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Allen, Carper, Cutler, Dow, Nordberg and Walsh are partners of Lord Abbett; the
others are employees: Kenneth B. Cutler, age 62, Vice President and Secretary;
Stephen I. Allen, age 41, Daniel E. Carper age, 43, Robert S. Dow, age 50, E.
Wayne Nordberg, age 58, John J. Walsh, age 58, Jeffery H. Boyd, age 38 (with
Lord Abbett since 1994 - formerly partner in the law firm of Robinson & Cole),
John J. Gargana, Jr., age 63, Thomas F. Konop, age 52, Victor W. Pizzolato, age
62, Vice Presidents; and Keith F.
O'Connor, age 39, Treasurer.
The Fund's By-Laws provide that the Fund shall not hold an annual meeting of its
stockholders in any year unless one or more matters are required to be acted on
by stockholders under the Investment Company Act of 1940, as amended (the
"Act"), or unless called by a majority of the Board of Directors or by
stockholders holding at least one quarter of the stock of the Fund outstanding
and entitled to vote at the meeting. When any such annual meeting is held, the
stockholders will elect directors and vote on the approval of the independent
auditors of the Fund.
As of March 1, 1995 our officers and directors as a group owned less than 2% of
our outstanding shares.
3.
Investment Advisory and Other Services
As described under "Our Management" in the Prospectus, Lord Abbett is the
Fund's investment manager. The eight general partners of Lord Abbett, all of
whom are officers and/or directors of the Fund, are: Stephen I. Allen, Daniel E.
Carper, Kenneth B. Cutler, Robert S. Dow, Thomas S. Henderson, Ronald P. Lynch,
E. Wayne Nordberg and John J. Walsh. The address of each partner is The General
Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.
Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281 are
the independent auditors of the Fund and must be approved at least annually by
our Board of Directors to continue in such capacity. They perform audit services
for the Fund including the examination of financial statements included in our
annual report to shareholders.
Morgan Guaranty Trust Company of New York ("Morgan"), 60 Wall Street, New York,
New York, is the Fund's custodian. In accordance with the requirements of Rule
17f-5, the Fund's directors have approved arrangements permitting the Fund's
foreign assets not held by Morgan or its foreign branches to be held by certain
qualified foreign banks and depositories.
<PAGE>
4.
Portfolio Transactions
Our policy is 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, consistent with
obtaining best execution, except to the extent that we may pay a higher
commission as described below. This policy 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.
We select broker-dealers on the basis of their professional capability and the
value and quality of their brokerage and research services. Normally, the
selection is made by our traders who are officers of the Fund and also are
employees of Lord Abbett. Our 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 the negotiation of
prices and commissions.
A broker may receive a commission for portfolio transactions exceeding the
amount another broker would have charged for the same transaction if our traders
determine that such amount of commission is reasonable in relation to the value
of the brokerage and research services performed by the executing broker viewed
in terms of either the particular transaction or its overall responsibilities
with respect to us and other accounts managed by Lord Abbett. Brokerage services
may include such factors as showing us trading opportunities including blocks,
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, reliability and quotation and pricing
services. Research may include the furnishing of analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts. Such research may be used by Lord Abbett in
servicing all their accounts, and not all of such research will necessarily be
used by Lord Abbett in connection with their services to us; conversely,
research furnished in connection with brokerage on other accounts managed by
Lord Abbett may be used in connection with their services to us, and not all of
such research will necessarily be used by Lord Abbett in connection with their
services to such other accounts. We have been advised by Lord Abbett that,
although such research is often useful, no dollar value can be ascribed to it
nor can it be accurately ascribed or allocated to any account and it is not a
substitute for services provided by them to us; nor does it materially reduce or
otherwise affect the expenses incurred by Lord Abbett in the performance of such
services. We make no commitments regarding the allocation of brokerage business
to or among dealers.
If two or more broker-dealers are considered capable of offering the equivalent
likelihood of best execution, the broker-dealer who has sold our 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 we do, 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.
If we tender portfolio securities pursuant to a cash tender offer, we will seek
to recapture any fees or commissions involved by designating Lord Abbett as our
agent so that the fees may be passed back to us. As other legally permissible
opportunities come to our attention for the direct or indirect recapture by us
of brokerage commissions or similar fees paid on portfolio transactions, our
directors will determine whether we should or should not seek such recapture.
During the fiscal years ended November 30, 1994, 1993 and 1992 we paid
$8,033, $14,055 and $5,292 in commissions to independent dealers, respectively.
<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 is a 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, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
The Fund 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
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 Directors.
The maximum offering price of our shares on November 30, 1994 was computed as
follows (assuming no sales charge currently in effect):
Maximum offering price per share is equal to
the net asset value per share
(net assets divided by shares outstanding).......................... $12.79
The Fund currently acts as the distributor of its own shares pursuant to the
provisions of Section 10(d) of the Act. These provisions include the following:
no sales charge may be applied to Fund shares; no sales or promotion expenses
may be incurred by the Fund (expenses incurred in complying with laws regulating
the issue or sale of Fund shares shall not be deemed sales or promotion
expenses); the Fund may have only one investment adviser and its management fee
may not exceed 1% per annum of the Fund's net assets; all executive salaries and
executive expenses and office rent of the Fund must be paid by Lord Abbett; and
only one class of shares of the Fund may be outstanding. In the event the Fund
cannot comply with Section 10(d), it will enter into a distribution agreement
with Lord Abbett.
As stated in the Prospectus, our shares may be purchased at net asset value only
by directors (trustees) of the Lord Abbett-sponsored funds, partners and
employees of Lord Abbett, and spouses and other family members of such directors
(trustees), partners and employees.
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 Directors 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 60 days' 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.
<PAGE>
6.
Past Performance
The Fund computes the average annual compounded rate of total return 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 from the initial amount invested (in this case there
is no sales charge) 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 average annual total
return computation.
Using the method to compute average annual compounded total return described
above, for the one year ended, and the life-of-fund periods (from commencement
of operations on June 3, 1992 through) November 30, 1994 assuming a $1,000
investment at the beginning of the period, the average annual rate of total
return of the Fund amounted to 8.2% and 12.8% and the redeemable values were
$1,082 and $1,352, respectively.
These figures represent past performance, and an investor should be aware that
the investment return and principal value of a Fund 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
The value of any shares redeemed by the Fund or repurchased or otherwise sold
may be more or less than your tax basis in the shares at the time the
redemption, repurchase or sale is made. Any gain or loss generally will be
taxable for federal income tax purposes. Any loss realized on the sale,
redemption or repurchase of Fund shares which you have held for six months or
less will be treated for tax purposes as a long-term capital loss to the extent
of any capital gains distributions which you received with respect to such
shares. Losses on the sale of stock or securities are not deductible if, within
a period beginning 30 days before the date of the sale and ending 30 days after
the date of sale, the taxpayer acquires stock or securities that are
substantially identical.
The writing of call options and other investment techniques and practices which
the Fund may utilize, as described above under "Investment Objectives and
Policies," may create "straddles" for United States federal income tax purposes
and may affect the character and timing of the recognition of gains and losses
by the Fund. 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. Limitations imposed by the Internal Revenue Code on regulated
investment companies may restrict the Fund's ability to engage in transactions
in options.
As described in the Prospectus under "How We Invest - Risk Factors," the Fund
may be subject to foreign withholding taxes which would reduce the yield on its
investments. Tax treaties between certain countries and the United States may
reduce or eliminate such taxes. It is expected that Fund shareholders who are
subject to United States 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 be subject to a 4% non-deductible excise tax on certain amounts
not distributed (and not treated as having been distributed) on a timely basis
in accordance with a calendar-year distribution requirement. 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.
Gains and losses 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
<PAGE>
the extent, if any, that such gains or losses are 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
gains and will be reduced by the net amount, if any, of such foreign exchange
losses.
If the Fund purchases shares in certain foreign investment entities, called
"passive foreign investment companies," it may be subject to United States
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 invest in a passive foreign investment company with respect
to which the Fund elected to make a "qualified electing fund" election, 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.
8.
Information About the Fund
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 financial statements for the fiscal year ended November 30, 1994 and the
report of Deloitte & Touche LLP, independent auditors, on such financial
statements contained in the 1994 Annual Report to Shareholders of Lord Abbett
Research Fund, Inc. 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.
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
Part A - Financial Highlights for the year ended
November 30, 1994 and for the period June 3, 1992
(commencement of operations) to November 30, 1993.
Part B - Statement of Net Assets at November 30, 1994.
Statement of Operations for the year ended November 30,
1994 and for the period June 3, 1992 (commencement of
operations) to November 30, 1993. Statement of Changes
in Net Assets for the year ended November 30, 1994 and
for the period June 3, 1992 (commencement of
operations) to November 30, 1993.
(b) Exhibits -
99.B1 Articles of Incorporation*
99.B2 By-Laws*
99.B5 Management Agreement between Registrant and
Lord, Abbett & Co.*
99.B7(a) Retirement Plan for Non-interested Person
Directors and Trustees of Lord Abbett
Funds.**
99.B7(b) Lord Abbett Prototype Retirements Plans***
(1) 401(k)
(2) IRA
(3) 403(b)
(4) Profit-Sharing, and
(5) Money Purchases
99.B8 Global Custody Agreement*
99.B9 Agreement between Registrant and
Transfer Agent*
99.B10 Opinion and Consent of Counsel*
99.B11 Consent of Deloitte & Touche LLP*
99.B13 Subscription Agreement*
99.B16 Computation of Performance.*
* Filed herewith.
** Incorporated by reference to Post-Effective
Amendment No. 7 to the Registration
Statement (on Form N1-A) of Lord Abbett
Equity Fund (File No. 811-6033).
*** Incorporated by reference to Post-Effective
Amendment No. 6 to the Registration
Statement (on Form N1-A) of Lord Abbett
Securities Trust (File No. 811-7538).
Item 25. Person Controlled by or Under Common Control with Registrant
------------------------------------------------------------
None.
Item 26. Number of Record Holders of Securities
--------------------------------------
As of March 10, 1995 - 152
Item 27. Indemnification
---------------
Registrant is incorporated under the laws of the State of
Maryland and is subject to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of the State
of Maryland controlling the indemnification of directors and
officers. Since Registrant has its executive offices in the
State of New York, and is qualified as a foreign corporation
<PAGE>
doing business in such State, the persons covered by the
foregoing statute may also be entitled to and subject to the
limitations of the indemnification provisions of Section
721-727 of the New York Business Corporation Law.
The general effect of these statutes is to protect officers,
directors and employees of Registrant against legal liability
and expenses incurred by reason of their positions with the
Registrant. The statutes provide for indemnification for
liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the
corporation, and in each case place conditions under which
indemnification will be permitted, including requirements
that the officer, director or employee acted in good faith.
Under certain conditions, payment of expenses in advance of
final disposition may be permitted. The By-Laws of
Registrant, without limiting the authority of Registrant to
indemnify any of its officers, employees or agents to the
extent consistent with applicable law, makes the
indemnification of its directors mandatory subject only to
the conditions and limitations imposed by the above-mentioned
Section 2-418 of Maryland Law and by the provisions of
Section 17(h) of the Investment Company Act of 1940 as
interpreted and required to be implemented by SEC Release No.
IC-11330 of September 4, 1980.
In referring in its By-Laws to, and making indemnification of
directors subject to the conditions and limitations of, both
Section 2-418 of the Maryland Law and Section 17(h) of the
Investment Company Act of 1940, Registrant intends that
conditions and limitations on the extent of the
indemnification of directors imposed by the provisions of
either Section 2-418 or Section 17(h) shall apply and that
any inconsistency between the two will be resolved by
applying the provisions of said Section 17(h) if the
condition or limitation imposed by Section 17(h) is the more
stringent. In referring in its By-Laws to SEC Release No.
IC-11330 as the source for interpretation and implementation
of said Section 17(h), Registrant understands that it would
be required under its By-Laws to use reasonable and fair
means in determining whether indemnification of a director
should be made and undertakes to use either (1) a final
decision on the merits by a court or other body before whom
the proceeding was brought that the person to be indemnified
("indemnitee") was not liable to Registrant or to its
security holders by reason of willful malfeasance, bad faith,
gross negligence, or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct")
or (2) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the
indemnitee was not liable by reason of such disabling
conduct, by (a) the vote of a majority of a quorum of
directors who are neither "interested persons" (as defined in
the 1940 Act) of Registrant nor parties to the proceeding, or
(b) an independent legal counsel in a written opinion. Also,
Registrant will make advances of attorneys' fees or other
expenses incurred by a director in his defense only if (in
addition to his undertaking to repay the advance if he is not
ultimately entitled to indemnification) (1) the indemnitee
provides a security for his undertaking, (2) Registrant shall
be insured against losses arising by reason of any lawful
advances, or (3) a majority of a quorum of the non-
interested, non-party directors of Registrant, or an
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts, that
there is reason to believe that the indemnitee ultimately
will be found entitled to indemnification.
Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to
directors, 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
<PAGE>
payment by the registrant of expense incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, 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 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Lord, Abbett & Co. acts as investment advisor for seventeen,
other open-end investment companies (of which it is
principal underwriter for fifteen), and as investment
adviser to approximately 5,100 private accounts. Other than
acting as directors and/or officers of open-end investment
companies managed by Lord, Abbett & Co., none of Lord,
Abbett & Co.'s partners has, in the past two fiscal years,
engaged in any other business, profession, vocation or
employment of a substantial nature for his own account or in
the capacity of director, officer, employee, partner or
trustee of any entity except as follows:
John J. Walsh
Trustee
The Brooklyn Hospital Center
100 Parkside Avenue
Brooklyn, N.Y.
Item 29. Principal Underwriter
---------------------
(a) Affiliated Fund, Inc.
Lord Abbett U. S. Government Securities Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Value Appreciation Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett California Tax-Free Income Fund, Inc.
Lord Abbett Fundamental Value Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett U. S. Government Securities Money Market
Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett Tax-Free Income Trust
Lord Abbett Securities Trust
Lord Abbett Investment Trust
Investment Advisor
------------------
American Skandia Trust (Lord Abbett Growth and Income
Portfolio)
America's Utility Fund, Inc.
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
Business Address (1) with Registrant
------------------- ---------------
Ronald P. Lynch President, Chairman
and Director
Thomas S. Henderson Vice President
Kenneth B. Cutler Vice President &
Secretary
Stephen I. Allen Vice President
Daniel E. Carper Vice President
Robert S. Dow Vice President
E. Wayne Nordberg Vice President
John J. Walsh Vice President
(1) Each of the above has a principal business address
767 Fifth Avenue, New York, NY 10153
(c) Not applicable
<PAGE>
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 - 1(f) and 31a - 2(e) at its main office.
Certain records such as canceled 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
------------
The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.
<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
30th day of March 1995.
LORD ABBETT RESEARCH FUND, INC.
By /S/ RONALD P. LYNCH
-------------------------------
Ronald P. Lynch, Chairman
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.
NAME TITLE DATE
- ----- ------ -----
Chairman,
/s/ Ronald P. Lynch President & Director March 30, 1995
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/s/ John J. Gargana, Jr. Vice President & March 30, 1995
- --------------------------- Chief Financial Officer
/s/ Hansel B. Millican, Jr. Director March 30, 1995
- ---------------------------
/s/ Thomas J. Neff Director March 30, 1995
- ---------------------------
