<PAGE>
Draft--March 14, 1996
================================================================================
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
b(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
LORD ABBETT RESEARCH FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
----------------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
================================================================================
<PAGE>
[Letterhead of Lord Abbett Research Fund, Inc.]
FROM THE CHAIRMAN OF THE BOARD
- ------------------------------
Dear Shareholder,
The Board of Directors of Lord Abbett Research Fund, Inc. (the "Fund") has
called an Annual Meeting of Shareholders of the Fund to consider the matters
described below. The board recommends that you vote in favor of each proposal.
First, the board recommends that you vote to elect directors of the Fund
and to ratify the selection of Deloitte & Touche LLP as the Fund's independent
public accountants.
Second, the directors propose that the Large-Cap Series enter into a 12b-
1 Plan and Dis tribution Agreement for its existing class of shares in order to
facilitate the public distribution of Fund shares in the future. The estimated
effect of the proposed plan on the Large-Cap Series' expenses is described in
detail in the proxy statement.
Third, the directors propose that the Fund's Articles of Incorporation be
amended (i) to authorize the creation of new classes of each series of shares of
-
the capital stock of the Fund, which is intended to encourage sales of Fund
shares, and (ii) to confirm that the Fund may impose contingent deferred sales
--
charges in connection with new classes of shares to be created (this change will
have no effect on your shares).
These various matters are to be voted upon at a meeting of the
shareholders of the Fund to be held in New York on Wednesday, June 19, 1996 at
11:00 a.m.
YOUR VOTE ON THESE ISSUES IS CRITICAL. TO ENSURE THAT YOUR VOTE IS
COUNTED, IT IS IMPORTANT THAT YOU:
1. REVIEW THE ENCLOSED PROXY STATEMENT;
2. COMPLETE AND SIGN THE ENCLOSED PROXY CARD; AND
3. RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
Your prompt response will help save the Fund the expense of additional
solicitations.
We encourage you to review the enclosed materials. Because we believe
these proposals are in the best interests of shareholders, we encourage you to
vote in favor of the proposals.
Sincerely,
Ronald P. Lynch
Chairman of the Board
April 17, 1996
<PAGE>
PRELIMINARY COPY
LORD ABBETT RESEARCH FUND, INC.
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 19, 1996
PROXY STATEMENT
You are urged to sign and mail the proxy card in the enclosed postage-paid
envelope whether you own a few or many shares. Your prompt return of the
proxy may save the Fund the necessity and expense of further solicitations to
insure a quorum at this meeting.
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
767 Fifth Avenue
New York, New York 10153
Telephone No. (212) 848-1800
Notice of Annual Meeting of Shareholders
To Be Held June 19, 1996 April 17, 1996
Notice is given hereby of an annual meeting of Lord Abbett Research Fund, Inc.
(the "Fund"). The meeting will be held at the offices of Lord, Abbett & Co., on
the 11th floor of The General Motors Building, 767 Fifth Avenue, New York, New
York, on Wednesday, June 19, 1996, at 11:00 a.m., for the following purposes and
to transact such other business as may properly come before the meeting and any
adjournments thereof.
ITEM 1. To elect directors;
ITEM 2. To ratify or reject the selection of Deloitte & Touche LLP as
independent public accountants of the Fund for the current
fiscal year;
ITEM 3. To approve or disapprove a new Distribution Plan and Agreement
for the existing class of shares of the Large-Cap Series
pursuant to Rule 12b-1 under the Investment Company Act of
1940; and
ITEM 4. To approve or disapprove an amendment to the Fund's Articles
of Incorporation (i) authorizing the Board of Directors to
-
create classes within series of shares of capital stock; and
(ii) confirming that the board may impose contingent deferred
--
sales charges in connection with new classes of shares to be
created (this change will have no effect on your shares).
By order of the Board of Directors
Kenneth B. Cutler
Vice President and Secretary
Not all of the foregoing items require a shareholder vote with respect to all
Series. A vote of the shareholders of your Series is required only with respect
to those items marked with an "X" for your Series in the following table:
<TABLE>
<CAPTION>
ITEM 1 ITEM 2 ITEM 3 ITEM 4
- --------------------------------------------------
<S> <C> <C> <C> <C>
Large-Cap Series X X X X
- --------------------------------------------------
Mid-Cap Series X X X
- --------------------------------------------------
Small-Cap Series X X X
- --------------------------------------------------
</TABLE>
2
<PAGE>
The Board of Directors has fixed the close of business on March 22, 1996 as the
record date for determination of shareholders of the Fund entitled to notice of
and to vote at the meeting. Shareholders are entitled to one vote for each share
held. As of March 22, 1996, there were ____ shares of the Large Cap Series,
_____ shares of the Mid-Cap Series, _______ shares of the Small-Cap Series and
_____ shares of the Fund issued and outstanding.
- --------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
3
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
767 Fifth Avenue
New York, New York 10153
April 17, 1996
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Lord Abbett Research Fund,
Inc., a diversified, open-end management investment company incorporated under
the laws of Maryland (the "Fund"), for use at an annual meeting of shareholders
of the Fund to be held at 11:00 a.m. on Wednesday, June 19, 1996
at the offices of Lord, Abbett & Co., the investment manager and principal
underwriter of the Fund ("Lord Abbett"), on the 11th floor of the General Motors
Building, 767 Fifth Avenue, New York, New York 10153, and at any adjournments
thereof. This proxy statement and the enclosed proxy card are first being
mailed to shareholders on or about April 17, 1996.
At the close of business on March 22, 1996 (the "Record Date"), there were
issued and outstanding ___________ shares of the Large-Cap Series ________
shares of the Mid-Cap Series, ____ shares of the Small Cap Series (each, a
"Series", and collectively the "Series") and ______ shares of the Fund. Only
shareholders of record at the close of business on the Record Date are entitled
to notice of, and to vote at, the annual meeting or any adjournment thereof.
Proxies will be solicited by mail. Additional solicitations may be made by
telephone, facsimile or personal contact by officers or employees of Lord Abbett
and its affiliates. The Fund may also request brokerage houses, custodians,
nominees, and fiduciaries who are shareholders of record to forward proxy
materials to beneficial owners. The cost of the solicitation will be borne by
Lord Abbett.
Shareholders are entitled to one vote for each full share, and a pro
portionate vote for each fractional share, of the Fund held as of the Record
Date. Under Maryland law, shares owned by two or more persons (whether as joint
tenants, co-fiduciaries or otherwise) will be voted as follows, unless a written
instrument or court order providing to the contrary has been filed with the
Secretary of the Fund: (1) if only one votes, that vote binds all; (2) if more
- -
than one votes, the vote of the majority binds all; and (3) if more than one
-
votes and the vote is evenly divided, the vote will be cast proportionately. If
the enclosed form of proxy is properly executed and returned in time to be voted
at the meeting, the proxies named therein will vote the shares represented by
the proxy in accordance with the instructions marked thereon. Unmarked proxies
will be voted FOR each of the items described in this Proxy Statement and any
other matters as deemed appropriate. A proxy may be revoked by the signer at
any time at or before the meeting by written notice to the Fund, by execution of
a later-dated proxy or by voting in person at the meeting.
1. ELECTION OF DIRECTORS
The nominees for election as directors are Ronald P. Lynch, Robert S.
Dow, E. Thayer Bigelow, Stewart S. Dixon, John C. Jansing, C. Alan MacDonald,
Hansel B. Millican, Jr. and Thomas J. Neff, who have been nominated by the
Board of Directors. The individuals named as proxies intend to vote the
proxies, unless otherwise directed, in favor of the election of such nominees,
each of whom has
<PAGE>
agreed to serve as a director of the Fund. Management of the Fund has no
reason to believe that any nominee will be unable to serve as a director. If
any nominee should be unable to serve as a director, it is the intention of the
individuals named as proxies to vote for the election of such person or persons
as the Board of Directors may, in its discretion, recommend.
Information about each person nominated for election as a director is set
forth in the following table. Except where indicated, each of the persons
listed in the table has held the principal occupation listed opposite his name
for the past five years.
<TABLE>
<CAPTION>
Director
of
Names and Ages of the Fund
Directors of the Fund Principal Occupation and Directorships Since
- -------------------------------------------------------------------------------------
<S> <C> <C>
Ronald P. Lynch (1)(2) Chairman of the Board of the Fund. 1992
60 Partner of Lord Abbett.
- -------------------------------------------------------------------------------------
Robert S. Dow (1)(2) President of the Fund. 1995
51 Partner of Lord Abbett.
- -------------------------------------------------------------------------------------
E. Thayer Bigelow(2) President and Chief Executive of Time
54 Warner Cable Programming, Inc.
Formerly President and Chief Operating
Officer of Home Box Office, Inc.
- -------------------------------------------------------------------------------------
Stewart S. Dixon (2) Partner in the law firm of Wildman,
65 Harrold, Allen & Dixon.
- -------------------------------------------------------------------------------------
John C. Jansing (2) Retired. Former Chairman of Inde-
70 pendent Election Corporation of
America, a proxy tabulating firm.
- -------------------------------------------------------------------------------------
C. Alan MacDonald (2) General Partner, The Marketing
62 Partnership, Inc., a full service
marketing consulting firm. Formerly
Chairman and Chief Executive Officer
of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992-1994).
Formerly President and Chief Executive
Officer of Nestle Foods Corp., and prior
to that, President and Chief Executive
Officer of Stouffer Foods Corp., both
subsidiaries of Nestle SA, Switzerland.
Currently serves as Director of Den
West Restaurant Co., J. B. Williams,
and Fountainhead Water Company.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Director
of
Names and Ages of the Fund
Directors of the Fund Principal Occupation and Directorships Since
- -------------------------------------------------------------------------------------
<S> <C> <C>
Hansel B. Millican, Jr. (2) President and Chief Executive Officer 1992
67 of Rochester Button Company.
- -------------------------------------------------------------------------------------
Thomas J. Neff (2) President, Spencer Stuart & Associates, 1992
58 an executive search consulting firm.
- -------------------------------------------------------------------------------------
</TABLE>
(1) "Interested person" of the Fund and Lord Abbett, within the meaning of the
Act, because of his association with Lord Abbett.
(2) Also a director or trustee of the other Lord Abbett-sponsored funds.
Listed below are the numbers of shares of the Fund owned beneficially as
of March 22, 1996 by the directors, the nominees and the directors and officers
as a group. In each case, the amounts shown are less than 1% of the Fund's
outstanding capital stock.
Name Number of Shares Beneficially Owned
- ------------------------------------------------------------------
Ronald P. Lynch 2,853
- ------------------------------------------------------------------
Robert S. Dow 2,853
- ------------------------------------------------------------------
E. Thayer Bigelow
- ------------------------------------------------------------------
Stewart S. Dixon
- ------------------------------------------------------------------
John C. Jansing
- ------------------------------------------------------------------
C. Alan MacDonald
- ------------------------------------------------------------------
Hansel B. Millican, Jr. 0
- ------------------------------------------------------------------
Thomas J. Neff 0
- ------------------------------------------------------------------
Directors and Officers as a 100,737
group
- ------------------------------------------------------------------
The Board of Directors has no standing committees. Upon election of
directors at this meeting, the Board of Directors intends to appoint an Audit
Committee, consisting of Messrs. Bigelow, MacDonald and Millican. The functions
to be performed by the Audit Committee will include recommendation of the
selection of independent public accountants for the Fund to the Board of
Directors for approval, review of the scope and results of audit and non-audit
services, the adequacy of internal controls and material changes in accounting
principles and practices and other matters when requested from time to time by
the directors (the "Independent Directors") who are not "interested persons" of
the Fund within the meaning of the Act.
3
<PAGE>
The Board of Directors of the Fund met two times during the fiscal year
ended November 30, 1995, and each director attended at least 75% of the total
number of meetings of the Board.
No director or officer of the Fund has received any compensation from the
Fund for acting as a director or officer since the Fund's inception. The second
column of the following table sets forth the compensation accrued by the other
Lord Abbett-sponsored funds for the Independent Directors. The third and fourth
columns set forth information with respect to the retirement plan for
Independent Directors maintained by the other Lord Abbett-sponsored funds (no
such Plan was maintained by the Fund). The fifth column sets forth the total
compensation accrued by such other funds (not the Fund) for the Independent
Directors. The second, third and fourth columns give information for the fiscal
year ended November 30, 1995; the fifth column gives information for the
calendar year ended December 31, 1995.
<TABLE>
<CAPTION>
For Year Ended De-
For the Fiscal Year Ended November 30, 1995 ember 31, 1995
- ---------------------------------------------------------------------------------------------------------------
(I) (II) (III) (IV) (V)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Name of Director Aggregate Com- Pension or Retire- Estimated Annual Total Compensation
pensation Accrued ment Benefits Benefits Upon Re- Accrued by the
by the Fund/1/ Accrued by the tirement Proposed Fifteen Other Lord
Fifteen Other Lord to be Paid by the Abbett-sponsored
Abbett-sponsored Fifteen Other Lord Funds/3/
Funds/2/ Abbett-sponsored
Funds/2/
- ---------------------------------------------------------------------------------------------------------------
Hansel B. Millican, Jr. None $24,707 $33,600 $43,000
- ---------------------------------------------------------------------------------------------------------------
Thomas J. Neff None $16,126 $33,600 $42,000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Fund has paid no fees to its Independent Directors.
(2) The Fund has no retirement plan for Independent Directors. However, each
other Lord Abbett-sponsored fund has a retirement plan providing that
Independent Directors will receive annual retirement benefits for life
equal to 80% of their final annual retainers following retirement at or
after age 72 with at least 10 years of service. Each plan also provides for
a reduced benefit upon early retirement under certain circumstances, a pre-
retirement death benefit and actuarially reduced joint-and-survivor spousal
benefits. The amounts stated in column (IV) would be payable annually under
such retirement plans if the director were to retire at age 72 and the
annual retainers payable by such funds were the same as they are today.
The amounts set forth in column (III) were accrued by the Lord Abbett-
sponsored funds during the fiscal year ended November 30, 1995 with respect
to the retirement benefits set forth in column (IV). The Fund expects to
adopt such a retirement plan following the election of directors at this
meeting.
(3) This column shows aggregate Independent Director's fees, including
attendance fees for board and committee meetings, accrued by the other Lord
Abbett-sponsored funds (not by the Fund) during the year ended December 31,
1995.
Listed below are the executive officers of the Fund, other than Messrs.
Lynch and Dow who are listed above in the table of nominees. Each executive
officer
4
<PAGE>
has been associated with Lord Abbett for over five years, except as indicated.
Messrs. Allen, Carper, Cutler, Henderson, Morris, Nordberg and Walsh are
partners of Lord Abbett; the others listed below are employees.
Stephen I. Allen, age 42, Vice President since 1994.
Daniel E. Carper, age 43, Vice President since 1992.
Kenneth B. Cutler, age 63, Vice President and Secretary since 1992.
John J. Gargana, Jr., age 64, Vice President since 1992.
Thomas S. Henderson, age 64, Vice President since 1992.
Paul A. Hilstad, age 53, Vice President since 1995 (with Lord Abbett since
1995-formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.).
Thomas F. Konop, age 54, Vice President since 1992.
Robert G. Morris, age 51, Vice President since 1992.
E. Wayne Nordberg, age 59, Vice President since 1992.
Keith F. O'Connor, age 40, Treasurer since 1992.
Victor W. Pizzolato, age 63, Vice President since 1992.
John J. Walsh, age 60, Vice President since 1992.
Pursuant to the Fund's By-Laws, the election of each director of the Fund
requires the affirmative vote of a majority of the shares of the Fund voted at
the meeting. If a shareholder abstains from voting on this matter, then the
shares held by such shareholder shall be deemed present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote with
respect to this matter, but shall not be deemed to have been voted in favor of
this matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on this matter, then the shares covered by such non-vote shall
be deemed present at the meeting for purposes of determining a quorum but shall
not be deemed to be represented at the meeting for purposes of calculating the
vote with respect to this matter.
The Board of Directors recommends that the shareholders vote FOR the
election of each of the nominees as a director of the Fund.
2. RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the in
dependent public accountants of the Fund for the fiscal year ending November 30,
1996. The Act requires that such selection be submitted for ratification or
rejection at the next annual meeting of shareholders if such meeting be held.
Deloitte & Touche
5
<PAGE>
LLP (or a predecessor firm) acted as the Fund's independent public accountants
for the year ended November 30, 1995, and prior thereto since the Fund's
inception in 1992. Based on in formation in the possession of the Fund,
and information furnished by Deloitte & Touche LLP, the firm has no direct
financial interest and no material indirect financial interest in the Fund. A
representative of Deloitte & Touche LLP is expected to attend the meeting and
will be provided with an opportunity to make a statement and answer appropriate
questions.
Ratification of the selection of Deloitte & Touche LLP requires the
affirmative vote of a majority of the shares of the Fund voted at the meeting.
If a shareholder abstains from voting on this matter, then the shares held by
such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
this matter, but shall not be deemed to have been voted in favor of this
matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on this matter, then the shares covered by such non-vote
shall be deemed present at the meeting for purposes of determining a quorum
but shall not be deemed to be represented at the meeting for purposes of
calculating the vote with respect to this matter.
The Board of Directors recommends that shareholders vote to ratify the
selection of Deloitte & Touche LLP as the Fund's independent public accountants
for the fiscal year ending November 30, 1996.
3. NEW DISTRIBUTION PLAN AND AGREEMENT FOR THE
CLASS A SHARES OF THE LARGE-CAP SERIES
At a meeting of the Board of Directors of the Fund held on March 14, 1996,
the directors of the Fund unanimously approved, subject to shareholder approval,
and determined to submit for approval to the shareholders of the Large-Cap
Series, a new Distribution Plan and Agreement pursuant to Rule 12b-1 under the
Act (the "Proposed Plan") for the existing class of shares of the Large-Cap
Series. The existing class of shares of such Series is to be designated the
Class A Shares -- see Item 4 below. The text of the Proposed Plan for the
Large-Cap Series is attached hereto as Exhibit A. The directors who approved
the Proposed Plan include all of the Independent Directors, none of whom are
"interested persons" of the Fund within the meaning of the Act or will have a
direct or indirect financial interest in the operations of the Proposed Plan or
in any agreements related thereto.
Under the Proposed Plan (except as to certain accounts for which tracking
data is not available), the Large-Cap Series will be authorized to pay to Lord
Abbett Distributor LLC ("Lord Abbett Distributor") fees totaling 0.50%
consisting of (a) service fees and (b) distribution fees, each payable quarterly
- -
and each not to exceed a maximum of 0.25% of the average annual net assets
attributable to Class A shares of the Large-Cap Series. Payments made under the
Proposed Plan may be used by Lord Abbett Distributor for remittance to
institutions and persons permitted by law to receive such payments ("Authorized
Institutions") and/or for use by Lord Abbett Distributor to provide continuing
services to shareholder accounts not serviced by Authorized Institutions and,
with Board approval, to finance any activity which is primarily intended to
result in the sale of Class A Shares. Any such payments to finance activities
primarily intended to result in the sale of Class A Shares would be subject to
the ceiling on distribution fees of 0.25% of the average annual net assets
attributable to the Class A Shares (the "Distribution Fee Ceiling").
6
<PAGE>
The Fund's Board of Directors has authorized service fees at an initial
level of 0.25% of the average daily net asset value of Class A shares sold, and
has approved a one-time distribution fee, payable at the time of sale, on all
shares sold by Authorized Institutions (i) at the $1 million level or (ii) to
- --
retirement plans with 100 or more eligible employees. Such distribution fee
will scale down at certain breakpoints, as follows: 1% of the first $5 million,
0.55% of the next $5 million, 0.50% of the next $40 million and 0.25% over $50
million of shares sold to a retirement plan or other qualifying purchaser within
a 12-month period (beginning when the first purchase is made at net asset
value). The board will be authorized under the Proposed Plan, without further
shareholder vote, to increase the amount of distribution fees up to the
Distribution Fee Ceiling. This increased spending limit is intended primarily
to permit the directors to increase the amount to be spent for distribution to
meet changing sales competition. The directors believe it is desirable to be
able to make these changes without further shareholder approval because
additional shareholder meetings would be time-consuming and costly to the
Large-Cap Series and its shareholders. The Board of Directors will approve
additional charges under this authority only if a majority of the Independent
Directors conclude in their business judgment that there is a reasonable
likelihood that the increase will benefit the Large-Cap Series and its
shareholders. The one-time distribution fee is to be charged against the
Distribution Fee Ceiling.
Holders of shares on which the distribution fee of up to 1% has been paid
will be required to pay to the Large-Cap Series a contingent deferred
reimbursement charge ("CDRC") of 1% of the original cost or the then net asset
value, whichever is less, of such shares if they are redeemed out of the Lord
Abbett-sponsored family of funds on or before the end of the twenty-fourth month
after the month in which the purchase occurred except that no CDRC would be
payable in connection with redemptions by retirement plans attributable to any
benefit payment or distribution of any excess contribution thereunder. If the
shares are exchanged into another Lord Abbett fund and are thereafter redeemed
out of the Lord Abbett family on or before the end of such twenty-fourth month,
the charge is collected for the Fund by the other fund. The Fund collects such
a charge for other Lord Abbett-sponsored funds in a similar situation. CDRC
payments will have the effect of reducing the amount of the distribution fees
paid by the Series for the purpose of complying with the Distribution Fee
Ceiling. As in the case of the specific distribution fees authorized by the
Board of Directors of the Fund, the CDRC authorized from time to time by the
board for the Class A Shares of the Large-Cap Series will be described in the
then current prospectus of the Fund.
If shareholders of the Large-Cap Series approve the Proposed Plan, the
Board of Directors has authorized the Large-Cap Series to pay, as an additional
distribution fee, a supplemental payment to dealers who have accounts comprising
a significant percentage of such Series' Class A Share assets and having a lower
than average redemption rate and who have a satisfactory program for the
promotion of Class A Shares. Any such payments will be 0.10% per annum of the
average assets of the Series represented by the Class A Share accounts of
qualifying dealers. This supplemental payment is intended by the Board of
Directors to enhance the Large-Cap Series' rela tionships with those dealers
most likely to have a significant impact on the growth of the Class A Shares.
If the Proposed Plan and the levels of fees initially approved by the board
thereunder, as described above, had been in effect for the Fund's last fiscal
year and if shares of the Large-Cap Series had been sold to the general public
during
7
<PAGE>
such fiscal year, it is estimated that in the aggregate the fees would
have represented 0.25% of average net assets of the Large-Cap Series.
In considering whether to recommend the Proposed Plan for approval, the
Board considered, among other things, the factors set forth below:
(i) Desirability of 12b-1 Plan to Compete Successfully in the Industry. The
------------------------------------------------------------------
Board believes that the Proposed Plan will provide an additional incentive to
Authorized Institutions to sell the Class A Shares of the Large-Cap Series and
will aid in the growth of the assets attributable to the Class A Shares. A
consistent cash flow from a higher level of sales is expected to enhance the
ability of the Large-Cap Series to take advantage of buying opportunities
without having to make unwarranted liquidations of portfolio securities and
to meet redemptions. Although the Company's expense ratio is expected to
increase initially by .25% as a result of the adoption of the Proposed Plan,
and could increase more thereafter, in the view of the Board, the competitive
situation in the industry involving adoption of 12b-1 plans by an increasing
number of funds makes the Proposed Plan a reasonable measure to encourage
additional sales and discourage redemptions and to provide reasonable assurance
of the long-term viability of the Large-Cap Series.
(ii) Incentives for Authorized Institutions to Provide Better Service to
-------------------------------------------------------------------
Shareholders. The Board believes that the Proposed Plan will give to Authorized
- ------------
Institutions an appropriate incentive to provide better service to the Fund's
shareholder accounts than would otherwise be the case.
(iii) Flexibility in Adapting Distribution Fees to Meet Industry-Wide
---------------------------------------------------------------
Changes. During the last several years, there has been significantly increased
- -------
competition and pricing experimentation in the mutual fund industry. As the
pace of change increases, the Board of Directors believes it will be useful to
be able to respond quickly to marketplace pressures, and change in appropriate
cases the amount of the Class A 12b-1 distribution fees to be paid, without
unnecessarily burdening the shareholders with the costs of additional proxy
solicitations. The directors believe that the level of distribution fees
described above is a good example of the desirability of this flexibility.
Based on advice received from Lord Abbett, the decision by the Board to approve
the payment of distribution fees in connection with sales to retirement plans
with 100 or more eligible employees will enable the Class A Shares to compete
more effectively in this growing and important market. The 0.10% per annum
supplemental payments to dealers who meet certain criteria will permit the
Large-Cap Series to enhance relationships with those dealers most likely to have
a significant impact on the growth of the Class A Shares.
(iv) Flexibility in Distributor's Use of Payments. Lord Abbett has advised
--------------------------------------------
the Board of Directors of the Fund that allowing Lord Abbett Distributor to
retain fees received from the Large-Cap Series to (i) provide continuing
-
information and investment services to shareholder accounts and (ii) finance,
--
with Board approval, any activity which is primarily intended to result in the
sale of Class A Shares, will provide useful flexibility and will be in line with
common practice in the industry.
In light of the anticipated benefits to the Large-Cap Series and its
shareholders as a result of adopting the Proposed Plans, and having reviewed the
costs to the Large-Cap Series of the Proposed Plan, the Directors of the Fund
have concluded, in the exercise of reasonable business judgment and in light of
their fiduciary duties, that there is a reasonable likelihood that the Proposed
Plan will
8
<PAGE>
benefit the Large-Cap Series and its shareholders. There can, however, be no
assurance that the anticipated benefits will be realized.
Set forth in the table below is a summary comparison of the Large-Cap
Series' expenses, on a current and pro-forma basis taking into account the fees
that could be paid under the Proposed Plan. The annual operating expenses shown
in the second column are the Series' actual expenses for the fiscal year ended
November 30, 1995. The expenses shown in the third column represent, on a pro-
forma basis, such actual expenses of the Large-Cap Series adjusted to show the
effect of the maximum distribution fee the Board would be authorized to approve
under the Proposed Plan. The fourth column shows such pro-forma annual operating
expenses based on the distribution fee rate the Board has approved subject to
approval of the Proposed Plan by shareholders of the Large-Cap Series. The
example set forth below is not a representation of past or future expenses.
Actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>
I II III IV
- ---------------------------------------------------------------------------------------
Pro Forma
Pro Forma (reflecting
(reflecting estimated
maximum amounts that
amounts would have
Year ended payable under been paid
November 30, the Proposed under the
1995 Plan) Proposed Plan)
------------- -------------- --------------
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
- ---------------------------------------------------------------------------------------
Maximum Sales Load/1/ on Purchases None None None
Deferred Sales Load /1 / None None/2/ None/2/
- ---------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- ---------------------------------------------------------------------------------------
Management Fee 0.00%/3/ 0.00%/3/ 0.00%/3/
12b-1 Fees 0.00% 0.50%/4/ 0.25%/5/
Other Expenses 0.00%/3/ 0.00%/3/ 0.00%/3/
- ---------------------------------------------------------------------------------------
Total Operating Expenses 0.00%/3/ 0.50%/3/ 0.25%/3/
- ---------------------------------------------------------------------------------------
</TABLE>
Example: Assume an annual return of 5% and there is no change in the level of
- -------
expenses described above. 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.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pro Pro Pro Pro Pro Pro Pro Pro
Forma Forma Forma Forma Forma Forma Forma Forma
Current (maximum) (est.) Current (maximum) (est.) Current (maximum) (est.) Current (maximum) (est.)
- -----------------------------------------------------------------------------------------------------------------------------------
$58/3,6/ $74/3,4,6/ $72/3,5,6/ $58/3,6/ $109/3,4,6/ $102/3,5,6/ $58/3,6/ $147/3,4,6/ $135/3,5,6/ $58/3,6/ $252/3,4,6/ $226/3,5,6/
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
1. Sales "load" is referred to as sales "charge" and "deferred sales load" is
referred to as "contingent deferred reimbursement charge" or "CDRC" throughout
this Proxy Statement.
2. Redemptions of shares on which a Rule 12b-1 sales distribution fee has been
paid will be subject to a CDRC of up to 1% of the original cost or the then net
asset value, whichever is less, of all shares so purchased which are redeemed
out of the Lord Abbett-sponsored family of funds on or before the end of the
twenty-fourth month after the month in which the purchase occurred, subject to
certain exceptions described herein.
3. Although not obligated to, Lord Abbett may waive some or all of its
management fee, and subsidize other expenses, with respect to each Series. It
has waived the management fee and subsidized all other expenses with respect to
the Large-Cap Series during the past fiscal year (and continues to do so). Lord
Abbett currently expects that such waiver and subsidy will cease upon the
commencement of the offering of shares of the Large-Cap Series to the general
public. Absent such waiver and subsidy, the management fee, other expense and
total operating expense figures above would have been 0.75%, 0.27% and 1.02%,
respectively.
4. Reflects the maximum annual 12b-1 fees of 0.50% that could be paid under
the Proposed Plan in any year, consisting of a distribution fee of 0.25% and a
service fee of 0.25%
5. Reflects the estimated level of service and distribution fees that would
have been paid under the Proposed Plan had it been in effect for the Fund's last
fiscal year.
6. Based on total current and pro-forma operating expenses shown in the table
above.
If the shareholders of the Large-Cap Series approve the Proposed Plan, the
Proposed Plan shall, unless terminated as described below, become effective July
12, 1996 and continue in effect until July 12, 1997 and from year to year
thereafter only so long as such continuance is specifically approved, at least
annually, by the Fund's Board of Directors and its Independent Directors by a
vote cast in person at a meeting called for the purpose of voting on such
continuance. The Proposed Plan may be terminated at any time by a vote of a
majority of the Independent Directors or by a shareholder vote in compliance
with Rule 12b-1 under the Act. The Plan may not be amended to increase
materially the amount to be spent for distribution above the maximum amounts set
forth in the Proposed Plan without a shareholder vote in compliance with Rule
12b-1 under the Act. All material amendments must be approved by a majority of
the Independent Directors.
The Proposed Plan provides that while it is in effect, the selection and
nomination of Independent Directors is committed to the discretion of the
Independent Directors then sitting on the Board. This does not prevent the
involvement of others in such selection and nomination if the final decision on
any such selection or nomination is approved by a majority of the Independent
Directors.
10
<PAGE>
Pursuant to Rule 12b-1 under the Act, approval of the Proposed Plan
requires the affirmative vote of a "majority" (as defined in the Act) of the
voting securities of the Large-Cap Series. A "majority" vote for a Series is
defined in the Act as the vote of the holders of the lesser of: (i) 67% or more
-
of the voting securities of such Series present or represented by proxy at the
shareholders meeting, if the holders of more than 50% of the outstanding voting
securities of such Series are present or represented by proxy, or (ii) more than
--
50% of the outstanding voting securities of such Series. If a shareholder
abstains from voting on this matter, then the shares held by such shareholder
shall be deemed present at the meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to this matter, but shall not
be deemed to have been voted in favor of this matter. If a broker returns a
"non-vote" proxy, indicating a lack of authority to vote on this matter, then
the shares covered by such non-vote shall be deemed present at the meeting for
purposes of determining a quorum but shall not be deemed to be represented at
the meeting for purposes of calculating the vote with respect to this matter.
The Board of Directors recommends that shareholders of the Large-Cap Series
vote in favor of adoption of the Proposed Plan.
4. AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE CLASSES OF EACH
SERIES OF SHARES AND TO CONFIRM THAT THE FUND MAY IMPOSE CONTINGENT
DEFERRED SALES CHARGES IN CONNECTION WITH REDEMPTIONS
On March 14, 1996, the Fund's Board of Directors unanimously voted to
approve an amendment to the Articles of Incorporation of the Fund to give the
Fund's Board of Directors the power to classify the Fund's shares into classes
within series, and voted to submit such amendment to the Fund's shareholders for
approval. The full text of the amendment is attached hereto as Exhibit B.
The Fund's Articles of Incorporation presently designate three classes
(referred to herein as "Series") of shares of capital stock and do not authorize
the Board of Directors to create classes within Series. The Board of Directors
believes that the Fund's best interests will be served if the Board of Directors
is able to create classes of shares within a Series, with each share of a
Series, regardless of class, sharing pro rata (based on net asset value) in the
portfolio and income of the Series and in the Series' expenses, except for
differences in expenses resulting from different Rule 12b-1 plans for the
various classes and possibly other class-specific expenses. It is expected that
implementation of such a multi-class fund structure will (i) enable investors in
-
a Series to choose the distribution option that best suits their individual
situations, (ii) facilitate distribution of the Fund's shares, and (iii)
-- ---
maintain the competitive position of the Fund in relation to other funds that
have implemented or are seeking to implement similar distribution arrangements.
For all Series, the existing class of shares, to be designated the "Class A
Shares," will continue to be offered as described in the Fund's current
prospectus, except that the Board of Directors is recommending that shareholders
approve a new Distribution Plan and Agreement pursuant to Rule 12b-1 under the
Act that, if approved, will be applicable to the Class A Shares for the Large-
Cap Series. See Item 3 above.
11
<PAGE>
If the proposed amendment to the Fund's Articles of Incorporation is
approved, the Board of Directors will be authorized to create and issue one or
more additional classes of shares within the existing Series and to create
additional series. Lord Abbett has advised the Board of Directors of the Fund
that, with respect to the Large-Cap Series, it intends to propose to the board
in the near future that the board authorize the Fund to issue a second class of
shares, to be designated the "Class B Shares" of such Series. If authorized,
the Class B Shares are expected to be sold at net asset value without an initial
sales charge and to be subject to a Rule 12b-1 plan that involves annual
distribution and service fee payments for the account of such class equal to 1%
of the average net asset value of the Class B Shares. If redeemed for cash
before a certain date, the Class B Shares are expected to be subject to a
contingent deferred sales charge ("CDSC") that (i) is payable to the distributor
-
of such shares, rather than subject to a contingent deferred reimbursement
charge payable to the Fund as is the case with the Class A Shares, (ii) will be
--
substantially larger than the 1% CDRC charged on early
redemptions of Class A Shares, (iii) will scale down to zero over the period
---
from sale to the expiration date of the CDSC. The Class B Shares will convert
automatically into Class A Shares at net asset value after a period of time.
Shares of all classes will vote together on all matters affecting the Fund,
except for matters, such as approval of a Rule 12b-1 plan or a related service
plan, affecting only a particular class or classes. All shares voting on a
matter will have identical voting rights. All issued shares will be fully paid
and non-assessable, and shareholders will have no pre-emptive or other right to
subscribe to any additional shares. All shares within a series will have the
same rights and be subject to the same limitations set forth in the Articles of
Incorporation with respect to dividends, redemptions and liquidation except for
differences resulting from class-specific Rule 12b-1 plans and related service
plans and certain other class-specific expenses.
The proposed amendment to the Fund's Articles of Incorporation will also
make clear that the Fund may impose a CDSC and other charges (which charges may
vary within and among the classes) payable upon redemption as may be established
from time to time by the Board of Directors of the Fund. The Fund's Articles of
Incorporation currently provide that the Fund may deduct a redemption charge not
exceeding 1% of the net asset value of the shares being redeemed. The proposed
amendment is deemed advisable in order to avoid any question as to whether the
proposed B Share CDSC referred to above, which in some instances may exceed 1%,
may be imposed in connection with the proposed issuance of the Class B Shares.
The Board of Directors has no intention of increasing the CDRC currently payable
or proposed to be payable on certain early redemptions of the existing shares of
the Large-Cap Series. See Item 3 above.
Approval of the proposed amendment to the Articles of Incorporation
requires an affirmative vote of more than 50% of the outstanding shares of the
Fund. If a shareholder abstains from voting on this matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
this matter, but shall not be deemed to have been voted in favor of this matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on this matter, then the shares covered by such non-vote shall be deemed present
at the meeting for purposes of determining a quorum but shall not be deemed to
be represented at the meeting for purposes of calculating the vote with respect
to this matter.
12
<PAGE>
The Board of Directors recommends that shareholders vote in favor of this
proposed amendment to the Articles of Incorporation.
5. OTHER INFORMATION
Management is not aware of any matters to come before the meeting other
than those set forth in the notice. If any such other matters do come before
the meeting, the individuals named as proxies will vote, act, and consent with
respect thereto in accordance with their best judgment.
a. Timeliness of Shareholder Proposals.
-----------------------------------
Any shareholder proposals to be presented for action at the Fund's next
shareholder meeting pursuant to the provisions of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, must be received at the Fund's
principal executive offices within a reasonable time in advance of the date
solicitation is made for such meeting. The Fund does not intend to hold another
annual or special meeting of shareholders unless required to do so by the Act.
b. Investment Adviser and Underwriter.
----------------------------------
Lord, Abbett & Co., 767 Fifth Avenue, New York, New York, 10153, acts as
investment adviser and principal underwriter with respect to the Fund.
c. Annual Report Available Upon Request.
------------------------------------
The Fund will furnish, without charge, a copy of the Fund's most recent
annual report and the most recent semi-annual report succeeding the annual
report, if any, to a shareholder upon request. A shareholder may obtain such
reports(s) by writing to the Fund or by calling 800-___-____.
d. Portfolio Transactions.
----------------------
The Fund's policy is to obtain best execution on all portfolio
transactions, which means that the Fund seeks to have purchases and sales of
portfolio securities executed at the most favorable prices, considering all
costs of the transaction including brokerage commissions and dealer markups and
markdowns and taking into account the full range and quality of the brokers'
services. Consistent with obtaining best execution, the Fund may pay, as
described below, a higher commission than some brokers might charge on the same
transactions. The Fund's policy with respect to best execution governs the
selection of brokers or dealers and the market in which the transaction is
executed. To the extent permitted by law, the Fund may, if considered
advantageous, make a purchase from or sale to another Lord Abbett sponsored fund
without the intervention of any broker-dealer.
Broker-dealers are selected on the basis of their professional capacity and
the value and quality of their brokerage and research services. Normally, the
selection is made by traders who are officers of the Fund and also are employees
of Lord Abbett. These traders do the trading as well for other accounts --
investment companies (of which they are also officers) and other investment
clients -- managed by Lord Abbett. They are responsible for obtaining best
execution.
13
<PAGE>
The Fund pays a commission rate that the Fund believes is appropriate to
give maximum assurance that the Fund's brokers will provide to the Fund, on a
continuing basis, the highest level of brokerage services available. While the
Fund does not always seek the lowest possible commissions on particular trades,
the Fund believes that its commission rates are in line with the rates that many
other institutions pay. The Fund's traders are authorized to pay brokerage
commissions in excess of those that other brokers might accept on the same
transactions in recognition of the value of the services performed by the
executing brokers, viewed in terms of either the particular transaction or the
overall responsibilities of Lord Abbett with respect to the Fund and the other
accounts they manage. Such services include showing the Fund trading
opportunities including blocks, a willingness and ability to take positions in
securities, knowledge of a particular security or market, proven ability to
handle a particular type of trade, confidential treatment, promptness and
reliability.
Some of the Fund's brokers also provide research services at least some of
which are useful to Lord Abbett in their overall responsibilities with respect
to the Fund and the other accounts they manage. Research includes the
furnishing of analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts
and trading equipment and computer software packages, acquired from third-party
suppliers, that enable Lord Abbett to access various information bases. Such
services may be used by Lord Abbett in servicing all their accounts, and not all
of such services will necessarily be used by Lord Abbett in connection with
their management of the Fund; conversely, such services furnished in connection
with brokerage on other accounts managed by Lord Abbett may be used in
connection with their management of the Fund, and not all of such services will
necessarily be used by Lord Abbett in connection with their advisory services to
such other accounts. The Fund has been advised by Lord Abbett that research
services received from brokers cannot be allocated to any particular account,
are not a substitute for Lord Abbett's services but are supplemental to their
own research effort and, when utilized, are subject to internal analysis before
being incorporated by Lord Abbett into their investment process. As a practical
matter, it would not be possible for Lord Abbett to generate all of the
information presently provided by brokers. While receipt of research services
from brokerage firms has not reduced Lord Abbett's normal research activities,
the expenses of Lord Abbett could be materially increased if it attempted to
generate such additional information through its own staff and purchased such
equipment and software packages directly from the suppliers.
No commitments are made regarding the allocation of brokerage business to
or among brokers and trades are executed only when they are dictated by
investment decisions of the Fund to purchase or sell portfolio securities.
If two or more broker-dealers are considered capable of offering the
equivalent likelihood of best execution, the broker-dealer who has sold the
Fund's 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 the Fund, transactions will, to the extent practicable, be allocated
among all participating accounts in proportion to the amount of each order and
will be executed daily until filled so that each account shares the average
price and commission cost of each day. Other clients who direct that their
brokerage business be placed with specific brokers or who invest through wrap
accounts introduced to Lord Abbett by certain brokers may not participate with
the Fund in the buying and selling
14
<PAGE>
of the same securities as described above. If these clients wish to buy or
sell the same security as the Fund does, they may have their transactions
executed at times different from the Fund's transactions and thus may not
receive the same price or incur the same commission cost as the Fund does.
The Fund will not seek "reciprocal" dealer business (for the purpose of
applying commissions in whole or in part for the Fund's benefit or otherwise)
from broker-dealers as consideration for the direction to them of portfolio
business.
For the fiscal years ended November 30, 1995, 1994 and 1993, the Large-Cap
Series paid total commissions to independent broker-dealers of $7,214, $8,033
and $7,817. For the period from August 1, 1995 (commencement of operations) to
November 30, 1995, the Mid-Cap Series paid total commissions to independent
broker-dealers of $1,689.
LORD ABBETT RESEARCH FUND,
INC.
By:________________________________
Kenneth B. Cutler
Vice President and Secretary
15
<PAGE>
EXHIBIT A
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett Research Fund, Inc. -- Large-Cap Series -- Class A Shares
---------------------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996 by and
between LORD ABBETT RESEARCH FUND, INC., a Maryland corporation (the "Fund"), on
behalf of its LARGE-CAP SERIES (the "Series"), and LORD ABBETT DISTRIBUTOR LLC,
a New York limited liability company(the "Distributor").
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Act"); and the
Distributor is the exclusive selling agent of the Fund's shares of capital
stock, including the Series' Class A shares (the "Shares") pursuant to the
Distribution Agreement between the Fund and the Distributor, dated as of the
date hereof (the "Distribution Agreement").
WHEREAS, the Fund desires to adopt a Distribution Plan and Agreement (the
"Plan") for the Series with the Distributor, as permitted by Rule 12b-1 under
the Act, pursuant to which the Series may make certain payments to the
Distributor to be used by the Distributor or paid to institutions and persons
permitted by applicable law and/or rules to receive such payments ("Authorized
Institutions") in connection with sales of Shares and/or servicing of accounts
of shareholders holding Shares.
WHEREAS, the Fund's Board of Directors has determined that there is a
reasonable likelihood that the Plan will benefit the Series and the holders of
the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and of other good
and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows.
1. The Fund hereby authorizes the Distributor to enter into agreements
with Authorized Institutions (the "Agreements") which may provide for the
payment to such Authorized Institutions of distribution and service fees which
the Distributor receives from the Series in order to provide additional
incentives to such Authorized Institutions (i) to sell Shares and (ii) to
- --
provide continuing information and investment services to their accounts holding
Shares and otherwise to encourage their accounts to remain invested in the
Shares.
2. The Fund also hereby authorizes the Distributor to use payments
received hereunder from the Series in order to (a) finance any activity which is
-
primarily intended to result in the sale of Shares and (b) provide continuing
-
information and investment services to shareholder accounts not serviced by
Authorized
<PAGE>
Institutions receiving a service fee from the Distributor hereunder
and otherwise to encourage such accounts to remain invested in the Shares;
provided that (i) any payments referred to in the foregoing clause
- -------- -
(a) shall not exceed the distribution fee permitted to be paid at the
time under paragraph 3 of this Plan and shall be authorized by the Board
of Directors of the Fund by a vote of the kind referred to in paragraph 10 of
this Plan and (ii) any payments referred to in clause (b) shall not exceed the
--
service fee permitted to be paid at the time under paragraph 3 of this Plan.
3. The Series is authorized to pay the Distributor hereunder for
remittance to Authorized Institutions and/or use by the Distributor pursuant to
this Plan (a) service fees and (b) distribution fees, each at an annual rate not
- -
to exceed .25 of 1% of the average annual net asset value of Shares outstanding.
The Board of Directors of the Fund shall from time to time determine the
amounts, within the foregoing maximum amounts, that the Series may pay the
Distributor hereunder. Any such fees (which may be waived by the Authorized
Institutions in whole or in part) may be calculated and paid quarterly or more
frequently if approved by the Board of Directors of the Fund. Such
determinations and approvals by the Board of Directors shall be made and given
by votes of the kind referred to in paragraph 10 of this Plan. Payments by
holders of Shares to the Series of contingent deferred reimbursement charges
relating to distribution fees paid by the Series hereunder shall reduce the
amount of distribution fees for purposes of the annual 0.25% distribution fee
limit. The Distributor will monitor the payments hereunder and shall reduce
such payments or take such other steps as may be necessary to assure that (i)
-
the payments pursuant to this Plan shall be consistent with Article III, Section
26, subparagraphs (d)(2) and (5) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. with respect to investment companies
with asset-based sales charges and service fees, as the same may be in effect
from time to time and (ii) the Series shall not pay with respect to any
--
Authorized Institution service fees equal to more than .25 of 1% of the average
annual net asset value of Shares sold by (or attributable to Shares or shares
sold by) such Authorized Institution and held in an account covered by an
Agreement.
4. The net asset value of the Shares shall be determined as provided in
the Articles of Incorporation of the Fund. If the Distributor waives all or a
portion of the fees which are to be paid by the Series hereunder, the
Distributor shall not be deemed to have waived its rights under this Agreement
to have the Series pay such fees in the future.
5. The Secretary of the Fund, or in his absence the Chief Financial
Officer, is hereby authorized to direct the disposition of monies paid or
payable by the Series hereunder and shall provide to the Fund's Board of
Directors, and the Directors shall review at least quarterly, a written report
of the amounts so expended pursuant to this Plan and the purposes for which such
expenditures were made.
2
<PAGE>
6. Neither this Plan nor any other transaction between the parties hereto
pursuant to this Plan shall be invalidated or in any way affected by the fact
that any or all of the directors, officers, shareholders, or other
representatives of the Fund are or may be "interested persons" of the
Distributor, or any successor or assignee thereof, or that any or all of
the directors, officers, partners, members or other representatives of the
Distributor are or may be "interested persons" of the Fund, except as may
otherwise be provided in the Act.
7. The Distributor shall give the Fund the benefit of the Distributor's
best judgment and good faith efforts in rendering services under this Plan.
Other than to abide by the provisions hereof and render the services called for
hereunder in good faith, the Distributor assumes no responsibility under this
Plan and, having so acted, the Distributor shall not be held liable or held
accountable for any mistake of law or fact, or for any loss or damage arising or
resulting therefrom suffered by the Fund, the Series or any of the shareholders,
creditors, directors, or officers of the Fund; provided however, that nothing
herein shall be deemed to protect the Distributor against any liability to the
Fund or the Series' shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties hereunder, or by reason of the
reckless disregard of its obligations and duties hereunder.
8. This Plan shall become effective upon the date hereof, and shall
continue in effect for a period of more than one year from that date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan, cast in person at a meeting called for the purpose of
voting on such renewal.
9. This Plan may not be amended to increase materially the amount to be
spent by the Series hereunder above the maximum amounts referred to in paragraph
3 of this Plan without a shareholder vote in compliance with Rule 12b-1 and Rule
18f-3 under the Act as in effect at such time, and each material amendment must
be approved by a vote of the Board of Directors of the Fund, including the vote
of a majority of the directors who are not "interested persons" of the Fund and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreement related to this Plan, cast in person at a meeting called for
the purpose of voting on such amendment. Amendments to this Plan which do not
increase materially the amount to be spent by the Series hereunder above the
maximum amounts referred to in paragraph 3 of this Plan may be made pursuant to
paragraph 10 of this Plan.
10. Amendments to this Plan other than material amendments of the kind
referred to in the forgoing paragraph 9 may be adopted by a vote of the Board of
Directors of the Fund, including the vote of a majority of the directors who are
not
3
<PAGE>
"interested persons" of the Fund and who have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to this
Plan. The Board of Directors of the Fund may, by such a vote, interpret this
Plan and make all determinations necessary or advisable for its administration.
11. This Plan may be terminated at any time without the payment of any
penalty (a) by the vote of a majority of the directors of the Fund who are not
-
"interested persons" of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreement related to the Plan,
or (b) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under
-
the Act as in effect at such time. This Plan shall automatically terminate in
the event of its assignment.
12. So long as this Plan shall remain in effect, the selection and
nomination of those directors of the Fund who are not "interested persons" of
the Fund are committed to the discretion of such disinterested directors. The
terms "interested persons," "assignment" and "vote of a majority of the
outstanding voting securities" shall have the same meanings as those terms are
defined in the Act.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
LORD ABBETT RESEARCH FUND, INC.
By:________________________________
President
ATTEST:
_____________________
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:_____________________________
4
<PAGE>
|| EXHIBIT B
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION OF THE FUND AUTHORIZING
THE BOARD OF DIRECTORS TO CREATE NEW CLASSES AND SERIES OF SHARES OF THE
CAPITAL STOCK OF THE FUND AND CONFIRMING THAT THE FUND MAY IMPOSE CONTINGENT
DEFERRED SALES CHARGES IN CONNECTION WITH ITS RULE 12B-1 PLANS
________________________________________________________________________
The following text shows those provisions of the Articles of Incorporation of
the Fund that are to be amended; the text that is lined through shows deletions
and the text that is double underlined indicates additions.
ARTICLE V
SECTION 1. The total number of shares which the Corporation has authority
to issue is 1,000,000,000 shares of capital stock of the par value of $.001 each
(the "Shares"), having an aggregate par value of $1,000,000. The Board of
Directors of the Corporation shall have full power and authority, from time to
time , to classify or reclassify any unissued Shares , including, without
limitation, the power to classify or reclassify unissued shares into series, and
to classify or reclassify a series into one or more classes of stock that may be
invested together in the common investment portfolio in which the series is
invested, by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of such shares of stock. All Shares of a
series shall represent the same interest in the Corporation and have the same
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption as the other Shares of that series, except to the extent that the
Board of Directors provides for differing preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of Shares of classes of
such series as determined pursuant to Articles Supplementary filed for record
with the State Department of Assessments and Taxation of Maryland, or as
otherwise determined pursuant to these Articles or by the Board of Directors in
accordance with law. The Shares shall initially be classified into three series
designated initially as the "Large-Cap Series", consisting of 50,000,000 Shares,
the "Mid-Cap Series", consisting of 50,000,000 Shares and the "Small-Cap
Series", consisting of 50,000,000 Shares. Prior to the first classification of
a series into additional classes, all outstanding Shares of such series shall be
of a single class. Notwithstanding any other provision of these Articles, upon
the classification of unissued Shares into additional series, the Board of
Directors shall specify a legal name for the new series in appropriate charter
documents filed for record with the State Department of Assessments and Taxation
<PAGE>
of Maryland providing for such name change and classification, and upon the
first classification of a series into additional classes, the Board of Directors
shall specify a legal name for the outstanding class, as well as for the new
class or classes, in appropriate charter documents filed for record with the
State Department of Assessments and Taxation of Maryland providing for such name
change and classification.
SECTION 2. A description of the relative preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of all series and classes of series of
Shares is as follows, unless otherwise set forth in Articles Supplementary filed
for record with the State Department of Assessments and Taxation of Maryland or
otherwise determined pursuant to these Articles:
(a) Assets Belonging to Series. All consideration received or
receivable by the Corporation for the issuance or sale of Shares of a particular
series, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that series for all purposes,
subject only to the rights of creditors, and shall be so recorded upon the books
of account of the Corporation. Such consideration, assets, income, earnings,
profits and proceeds, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, together with
any unallocated items (as hereinafter defined) relating to that series as
provided in the following sentence, are herein referred to as "assets belonging
to" that series. In the event that there are any assets, income, earnings,
profits or proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular series (collectively "Unallocated
Items"), the Board of Directors shall allocate such Unallocated Items to
2
<PAGE>
and among any one or more of the series created from time to time in such
manner and on such basis as it, in its sole discretion, deems fair and
equitable; and any Unallocated Items so allocated to a particular series
shall belong to that series. Each such allocation by the Board of Directors
shall be conclusive and binding upon the stockholders of all series for all
purposes.
(b) Liabilities Belonging to Series. The assets belonging to each
particular series shall be charged with the liabilities of the Corporation in
respect of that series, including any class thereof, and with all expenses,
costs, charges and reserves attributable to that series, including any such
class, and shall be so recorded upon the books of account of the Corporation.
Such liabilities, expenses, costs, charges and reserves, together with any
unallocated items (as hereinafter defined) relating to that series, including
any class thereof, as provided in the following sentence, so charged to that
series, are herein referred to as "liabilities belonging to" that series. In
the event there are any unallocated liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily identifiable as be longing
to any particular series (collectively "Unallocated Items"), the Board of
Directors shall allocate and charge such Unallocated Items to and among any
one or more of the series created from time to time in such manner and on
such basis as the Board of Directors in its sole discretion deems fair and
equitable; and any Unallocated Items so allocated and charged to a particular
series shall belong to that series. Each such allocation by the Board of
Directors shall be conclusive and binding upon the stockholders of all series
for all purposes. To the extent determined by the Board of Directors,
liabilities and expenses relating solely to a particular class (including,
without limitation, distribution expenses under a Rule 12b-1 plan and
administrative expenses under an administration or service agreement, plan or
other arrangement, however designated, which may be adopted for such class)
shall be allocated to and borne by such class and shall be appropriately
reflected (in the manner determined by the Board of Directors) in the net asset
value, dividends and distributions and liquidation rights of the shares of such
class.
3
<PAGE>
(c) Dividends. Dividends and distributions on Shares of a particular
series may be paid to the holders of Shares of that series at such times, in
such manner and from such of the income and capital gains, accrued or realized,
from the assets belonging to that series, after providing for actual and accrued
liabilities belonging to that series, as the Board of Directors may determine.
Such dividends and distributions may vary between or among classes of a series
to reflect differing allocations of liabilities and expenses of such series
between or among such classes to such extent as may be provided in or determined
pursuant to Articles Supplementary filed for record with the State Department of
Assessments and Taxation of Maryland or as may otherwise be determined by the
Board of Directors.
(d) Liquidation. In the event of the liquidation or dissolution of
the Corporation, the stockholders of each series shall be entitled to receive,
as a series, when and as declared by the Board of Directors, the excess of the
assets belonging to that series over the liabilities belonging to that series.
The assets so distributable to the stockholders of one or more classes of a
series shall be distributed among such stockholders in proportion to the
respective aggregate net asset values of the shares of such series held by them
and recorded on the books of the Corporation.
(e) Voting. On each matter submitted to vote of the stockholders,
each holder of a Share shall be entitled to one vote for each such Share
standing in his name on the books of the Corporation irrespective of the series
or class thereof and all shares of all series and classes shall vote as a
single class ("Single Class Voting"); provided, however, that (i) as to any
-
matter with respect to which a separate vote of any series or class is required
by the Investment Company Act of 1940 , as amended from time to time, applicable
rules and regulations thereunder, or the Maryland General
4
<PAGE>
Corporation Law, such requirement as to a separate vote of that series or
class shall apply in lieu of Single Class Voting as described above; (ii)
--
in the event that the separate vote requirements referred to in (i) above
apply with re spect to one or more (but less than all) series or classes, then,
subject to (iii) below, the shares of all other series and classes shall
vote as a single class; and (iii) as to any matter which does not affect
---
the interest of a particular series or class, only the holders of shares of
the one or more affected series or classes shall be entitled to vote.
(f) Conversion. At such times (which times may vary among shares of a
class) as may be determined by the Board of Directors, Shares of a particular
class of a series may be automatically converted into Shares of another class of
such series based on the relative net asset values of such classes at the time
of conversion, subject, however, to any conditions of conversion that may be
imposed by the Board of Directors.
(g) Equality. All Shares of each particular series shall represent
an equal proportionate interest in the assets belonging to that series (subject
to the liabilities belonging to that series), but the provisions of this
sentence or any other provision of these Articles shall not restrict any
distinctions that may exist with respect to stockholder elections to receive
dividends or distributions in cash or Shares or that may otherwise exist with
respect to dividends and distributions on Shares of the same series.
SECTION 3. The Shares of the Corporation shall be subject to the following
provisions:
(a) All Shares now or hereafter authorized shall be subject to redemption and
be redeemable at the option of the stockholder, in the sense used in the
general laws of the State of Maryland authorizing the
5
<PAGE>
formation of corporations. Each holder of the Shares, upon request to the
Corporation accompanied by surrender (to the Corporation, or an agent
designated by it) of the appropriate stock certificate or certificates,
if any, in proper form for transfer, and such other instruments as the
Board of Directors may require, shall be entitled to require the
Corporation to redeem all or any part of the Shares outstanding in the
name of such holder on the books of the Corporation, at a redemption price
equal to the net asset value of such Shares determined as hereinafter
set forth. Notwithstanding the foregoing, the Corporation may deduct from
the proceeds otherwise due to any stockholder requiring the Corporation
to redeem Shares a redemption charge not to exceed one percent (1%)
of such net asset value or a reimbursement charge, a deferred sales
charge or other charge that is integral to the Corporation's distribution
program (which charges may vary within and among series and classes) as
may be established from time to time by the Board of Directors.
(b) Notwithstanding the foregoing, the Board of Directors of the Corporation
may suspend the right of the holders of the Shares to require the
Corporation to redeem Shares or may suspend any voluntary purchase of
such Shares:
(c) The Corporation, pursuant to a resolution of the Board of Directors and
without the vote or consent of stockholders of the Corporation, shall have
the right to redeem at net asset value all Shares, in any stockholder
account in which there are less than 25 Shares or such lesser number of
Shares as shall be specified in such resolution. Such resolution shall set
forth that redemption of Shares in such accounts has been determined to be
necessary to reduce disproportionately burdensome expenses in servicing
stock holder accounts, or to be otherwise in the economic best interest of
the Corporation. Such resolution shall provide that prior notice of at
least 30 days shall be given to a stockholder before such redemption of
shares and the stockholder will have 30 days (or such longer
6
<PAGE>
period as is specified in the resolution) from the date of the notice
to avoid such redemption by increasing his account to at least
25 Shares, or such lesser number of Shares as is specified in the
resolution.
ARTICLE VII
SECTION 1.
(b) To declare (from interest, dividends or other income received or accrued,
from accruals of original issue or other discounts on obligations held,
from capital or other profits on portfolio assets whether realized or
unrealized, from surplus whether earned, capital or paid in from any other
lawful sources with respect to a particular series) dividends and
distributions on the Corporation's Shares, with respect to such series,
for payment in cash, property or the Corporation's own stock to
stockholders of record on such dates (which may be as frequently as every
day) and pay able at such intervals as the Board of Directors shall
determine at any time in advance of such payment, whether or not the amount
of such payment can at that time be determined or must be calculated
subsequent to declaration and prior to payment by reference to amounts or
other factors not yet determined at the time of declaration (including but
not limited to the amount of a dividend or distribution to be determined
only by reference to what is sufficient to enable the Corporation to
qualify as a regulated investment company under the United States Internal
Revenue Code or to avoid liability for Federal income tax); provided that
if a dividend is paid from any source other than earned surplus, the
source of the dividend shall be disclosed not later than at the time of
payment to the stockholders of such series who receive
it (the authority granted by this subsection (b) to permit, without
limitation, and if otherwise lawful: the declaration of dividends or
distributions by means of a formula or other similar method of
determination whether or not the amount of such dividend or distribution
can be calculated at the time of such declaration; establishing record
or
7
<PAGE>
payment dates for dividends or distributions on any basis, including
establishing a number of record or payment dates subsequent to the
declaration at any dividend or distribution; establishing the same payment
date for any number of dividends or distributions declared prior to such
date; providing for the payment of dividends or distributions declared and
as yet unpaid to stockholders of the Corporation redeeming shares prior to
the payment date otherwise applicable; and providing in advance for the
conditions under which any dividend or distribution may be payable in the
Corporation's own shares to all or less than all of the Corporation's
stockholders with respect to a particular series and for the calculation
of any transfer from earned surplus to capital surplus in excess of the
transfer to the stated capital of the aggregate par value of the shares of
a particular series so to be issued, whether such dividend or distribution
is in authorized but unissued or in treasury shares of the
Corporation).
(c) To issue and sell or to cause the issuance and sale of Shares, in such
amounts and on such terms and conditions, for such purpose and for such
amount or kind of consideration as is now or hereafter permitted by the
laws of the State of Maryland and in accordance with the Investment Company
Act of 1940.
(d) To purchase and to cause to be purchased Shares, of any series, pursuant to
these Articles of Incorporation, upon tender thereof by the holder or
holders thereof or otherwise, provided the Corporation has assets
belonging to that series legally available for such purpose whether
arising out of paid-in surplus, other surplus, net profits or otherwise,
to such extent and in such manner and upon such terms as the Board
of Directors shall deem expedient, and to pay for such Shares in cash
belonging to that series then held or owned by the Corporation.
(g) To authorize any agreement of the character described in subsection (e) or
(f) of this Section 1 with any person, corporation, association,
partnership or other organization, although one or more of the members of
the Board of Directors or officers of the Corporation may be the other
party to any such agreement or an officer, director, shareholder, or
member
8
<PAGE>
of such other party, and no such agreement shall be invalidated or rendered
voidable by reason of the existence of any such relationship. Any director
of the Corporation who is also a director or officer of such corporation or
who is so interested may be counted in determining the existence of a
quorum at any meeting of the Board of Directors which shall authorize any
such agreement, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested. Any agreement
entered into pursuant to said subsections (e) or (f) shall be consistent
with and subject to the requirements of the Investment Company Act of 1940,
as amended from time to time, applicable rules and regulations thereunder,
or any other applicable Act of Congress hereafter enacted, and no amendment
to any agreement entered into pursuant to said subsection (e) (other than
an amendment reducing the compensation of the other party thereto) shall be
effective unless assented to by the affirmative vote of a majority of the
outstanding voting securities of the Corporation (as such phrase is defined
in the Investment Company Act of 1940, as amended from time to time)
entitled to vote on the matter.
SECTION 2. The Board of Directors may authorize the purchase by the
Corporation, either directly or through any agent, of the Shares, in the open
market or otherwise, at prices not in excess of the net asset value of such
Shares (determined as hereinafter provided) as of a time determined by the Board
of Directors reasonably proxi mate to the time of purchase by the Corporation or
any such agent.
SECTION 3. For the purposes referred to in these Articles of
Incorporation, the net asset value of shares of the capital stock of the
Corporation of each series and class as of any particular time (a "determination
time") shall be determined by or pursuant to the direction of the Board of
Directors as follows:
(a) At times when a series is not classified into multiple classes, the net
asset value of each share of stock of a series, as of a determination time,
shall be the quotient, carried out to
9
<PAGE>
not less than two decimal points, obtained by dividing the net value of the
assets of the Corporation belonging to that series (determined as hereinafter
provided) as of such determination time by the total number of shares of that
series then outstanding, including all shares of that series which the
Corporation has agreed to sell for which the price has been determined,
and excluding shares of that series which the Corporation has agreed to
purchase or which are subject to redemption for which the price has been
determined.
The net value of the assets of the Corporation of a series as of a
determination time shall be determined in accordance with sound accounting
practice by deducting from the gross value of the assets of the Corporation
belonging to that series (determined as hereinafter provided) , the amount of
all liabilities belonging to that series (as such terms are defined in
subsection (b) of Section 2 of Article V), in each case as of such determination
time.
The gross value of the assets of the Corporation belonging to a series as of
such determination time shall be an amount equal to all cash, receivables, the
market value of all securities for which market quotations are readily available
and the fair value of other assets of the Corporation belonging to that series
(as such terms are defined in subsection (a) of Section 2 of Article V) at such
determination time, all determined in accordance with sound accounting practice
and giving effect to the following:
(b) At times when a series is classified into multiple classes, the net asset
value of each share of stock of a class of such series shall be determined in
accordance with subsections (a) and (c) of this Section 3 with appropriate
adjustments to reflect differing allocations of liabilities
10
<PAGE>
and expenses of such series between or among such classes to such extent as
maybe provided in or determined pursuant to Articles Supplementary filed for
record with the State Department of Assessments and Taxation of Maryland or as
may otherwise be determined by the Board of Directors.
(c) The Board of Directors is empowered, in its discretion, to establish other
methods for determining such net asset value whenever such other methods
are deemed by it to be necessary or desirable, including, but without
limiting the generality of the foregoing, any method deemed necessary or
desirable in order to enable the Corporation to comply with any provision
of the Investment Company Act of 1940 or any rule or regulation
thereunder.
SECTION 4. The presence in person or by proxy of the holders of one-third
of the Shares issued and outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of any business at all meetings of the
shareholders, except as otherwise provided by law or in these Articles of
Incorporation and except that where the holders of Shares of any series or
class are entitled to a separate vote as such series or class (each such series
or class, a "Separate Class") or where the holders of Shares of two or more (but
not all) series or classes are required to vote as a single series or class
(each such single series or class, a "Combined Class"), the presence in person
or by proxy of the holders of one-third of the Shares of that Separate Class or
Combined Class, as the case may be, issued and outstanding and entitled to vote
thereat shall constitute a quorum for such vote. If, however, a quorum with
respect to all series, including all classes thereof, a Separate Class or a
Combined Class, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
series, such Separate Class or such Combined Class, as the case may be, present
in person or by proxy and entitled to vote shall have power to adjourn the
meeting from time to time as to all series, such Separate Class or such
Combined Class, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of stockholders of the number of Shares
in excess of one-third of the Shares of all series or classes, or of the
affected series or classes, as the case may be, which may be required by the
laws of the State of Maryland, the Investment Company Act of 1940 or any other
applicable law, or by these Articles of Incorporation, for action
11
<PAGE>
upon any given matter shall not prevent action at such meeting upon any other
matter or matters which may properly come before the meeting, if there shall
be present thereat, in person or by proxy, holders of the number of Shares
required for action in respect of such other matter or matters.
SECTION 5. Any determination as to any of the following matters made by or
pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the Corporation and every holder of the Shares, of any
series or class, namely, the amount of the assets, obligations, liabilities and
expenses of the Corporation or belonging to any series or with respect to any
class; the amount of the net income of the Corporation from dividends and
interest for any period and the amount of assets at any time legally available
for the payment of dividends with respect to any series or class; the amount of
paid-in surplus, other surplus, annual or other net profits, or net assets in
excess of capital, undivided profits, or excess of profits over losses on sales
of securities belonging to the Corporation or any series or class; the amount,
purpose, time of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not any obligation
or liability for which such reserves or charges shall have been created shall
have been paid or discharged) with respect to the Corporation or any series or
class; the market value, or any sale, bid or asked price to be applied in
determining the market value, of any security owned or held by the Corporation;
the fair value of any asset owned by the Corporation; the number of Shares of
the Corporation of any series or class issued or issuable; the existence of
conditions permitting the postponement of payment of the repurchase price of
Shares of any series or class or the suspension of the right of redemption as
provided by law; any matter relating to the acquisition, holding and disposition
of securities and other assets by the Corporation ; any question as to whether
any transaction constitutes a purchase of securities on margin, a short sale of
securities, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution of any
securities; and any matter relating to the issue, sale, repurchase and/or other
acquisition or disposition of Shares of any series or class.
ARTICLE IX
From time to time any of the provisions of these Articles of Incorporation
may be amended, altered or repealed (including any amendment that changes the
terms of any of the outstanding Shares by classification, reclassification or
otherwise), and other provisions that might, under the statutes of the State of
Maryland at the time in force, be lawfully contained in Articles of
Incorporation may be added or inserted, upon the vote of the holders of a
majority of the Shares
12
<PAGE>
at the time outstanding and entitled to vote, and all rights at any time
conferred upon the stockholders of the Corporation by these Articles of
Incorporation are subject to the provisions of this Article IX.
13
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
LARGE-CAP SERIES
ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 1996
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
The undersigned hereby appoints KENNETH B. CUTLER, ROBERT S. DOW and RONALD P.
LYNCH and each of them proxies, with full power of substitution, to vote
(according to the number of votes which the undersigned would be entitled to
cast if then personally present) at the annual meeting of shareholders of LORD
ABBETT RESEARCH FUND, INC. (the "Fund") on June 19, 1996, including all
adjournments, as specified below, and in their discretion upon such other
business as may properly be brought before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH RECOMMENDS
THAT YOU VOTE FOR PROPOSALS 1-4.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE OF THE UNDERSIGNED
IS TO BE CAST FOR ALL PROPOSALS LISTED BELOW.
1. Election of Directors:
For [_] Without Authority [_] For All Except [_] (NOTE: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Ronald P. Lynch, Robert S. Dow, E. Thayer Bigelow, Stewart S. Dixon, John C.
Jansing, C. Alan MacDonald, Hansel B. Millican, Jr. and Thomas J. Neff.
2. For [_] Against [_] Abstain [_] To ratify the selection of Deloitte &
Touche LLP as independent public accountants of the Fund for the fiscal
year ending November 30, 1996.
3. For [_] Against [_] Abstain [_] To approve or disapprove the proposed new
Distribution Plan and Agreement for the Series' existing class of shares
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
described in the proxy statement.
4. For [_] Against [_] Abstain [_] To approve or disapprove an amendment to
the Fund's Articles of Incorporation (i) authorizing the Board of Directors
-
to create new classes and series of shares of capital stock; and (ii)
--
confirming that the board may impose contingent deferred sales charges in
connection with new classes of shares to be created, as described in the
proxy statement.
<PAGE>
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT RESEARCH FUND, INC.
LARGE-CAP SERIES
PLEASE SIGN, DATE AND MAIL THIS PROXY IN
THE POSTAGE PAID RETURN ENVELOPE PROVIDED.
For information as to the voting of stock registered in more than one name, see
page 1 of the proxy statement. When signing the proxy as attorney, executor,
administrator, trustee or guardian, please indicate the capacity in which you
are acting. Only authorized officers should sign for corporations.
Date:......................................................
Signature(s) of Shareholder(s) as shown at left
.............................................................
.............................................................
(Please read other side)
2
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
MID-CAP SERIES
ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 1996
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
The undersigned hereby appoints KENNETH B. CUTLER, ROBERT S. DOW and RONALD P.
LYNCH and each of them proxies, with full power of substitution, to vote
(according to the number of votes which the undersigned would be entitled to
cast if then personally present) at the annual meeting of shareholders of LORD
ABBETT RESEARCH FUND, INC. (the "Fund") on June 19, 1996, including all
adjournments, as specified below, and in their discretion upon such other
business as may properly be brought before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH RECOMMENDS
THAT YOU VOTE FOR PROPOSALS 1-3.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE OF THE UNDERSIGNED
IS TO BE CAST FOR ALL PROPOSALS LISTED BELOW.
1. Election of Directors:
For [_] Without Authority [_] For All Except [_] (NOTE: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
Ronald P. Lynch, Robert S. Dow, E. Thayer Bigelow, Stewart S. Dixon, John C.
Jansing, C. Alan MacDonald, Hansel B. Millican, Jr. and Thomas J. Neff.
2. For [_] Against [_] Abstain [_] To ratify the selection of Deloitte &
Touche LLP as independent public accountants of the Fund for the fiscal
year ending November 30, 1996.
3. For [_] Against [_] Abstain [_] To approve or disapprove an amendment to
the Fund's Articles of Incorporation (i) authorizing the Board of Directors
-
to create new classes and series of shares of capital stock; and (ii)
--
confirming that the board may impose contingent deferred sales charges in
connection with new classes of shares to be created, as described in the
proxy statement.
3
<PAGE>
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT RESEARCH FUND, INC.
MID-CAP SERIES
PLEASE SIGN, DATE AND MAIL THIS PROXY IN
THE POSTAGE PAID RETURN ENVELOPE PROVIDED.
For information as to the voting of stock registered in more than one name, see
page 1 of the proxy statement. When signing the proxy as attorney, executor,
administrator, trustee or guardian, please indicate the capacity in which you
are acting. Only authorized officers should sign for corporations.
Date:......................................................
Signature(s) of Shareholder(s) as shown at left
.............................................................
.............................................................
(Please read other side)
||
4
