1933 Act File No. 33-47641
1940 Act File No. 811-6650
SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 16 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
AMENDMENT No. 15 [X]
LORD ABBETT RESEARCH FUND, INC.
Exact Name of Registrant as Specified in Charter
767 Fifth Avenue, New York, N.Y. 10153
Address of Principal Executive Office
Registrant's Telephone Number (212) 848-1800
Thomas F. Konop, Vice President & Secretary
767 Fifth Avenue, New York, N.Y. 10153
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
X immediately on filing pursuant to paragraph (b) of Rule 485
- ---------
- --------- on (date) pursuant to paragraph (b) of Rule 485
- --------- 60 days after filing pursuant to paragraph (a) (1) of Rule 485
- --------- on (date) pursuant to paragraph (a) (1) of Rule 485
- --------- 75 days after filing pursuant to paragraph (a) (2) of Rule 485
- --------- on (date) pursuant to paragraph (a) (3) of Rule 485
If appropriate, check the following box:
_________ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
<PAGE>
LORD ABBETT RESEARCH FUND, INC.
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 16
Pursuant to Rule 481(a)
This Post-Effective Amendment No. 16 (the "Amendment") to the Registrant's
Registration Statement relates only to Lord Abbett Research Fund - Large-Cap
Series and Small-Cap Series.
The other series and classes of shares of the Registrant are listed below and
are offered by the Prospectus and Statement of Additional Information in Parts A
and B, respectively, of the Post-Effective Amendments to the Registrant's
Registration Statement as identified. The following are separate series and/or
classes of shares of the Registrant. This Amendment does not relate to, amend or
otherwise affect the Prospectus and Statement of Additional Information
contained in the prior Post-Effective Amendments listed below, and pursuant to
Rule 485(d) under the Securities Act of 1933, does not affect the effectiveness
of such Post-Effective Amendments.
Post-Effective
Amendment No.
Small-Cap Series - Class Y 13
Mid-Cap Series - Class A 14
Small-Cap Series; Large-Cap Series 15
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
1 Cover Page
2 Fee Table
3 (a) Financial Highlights; Performance
3 (b) N/A
4 (a) (i) Cover Page
4 (a) (ii) Investment Objective; How We Invest
4 (b) (c) How We Invest
5 (a) (b) (c) Our Management; Back Cover Page
5 (d) N/A
5 (e) Back Cover Page
5 (f) Our Management
5 (g) N/A
5 A Performance
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes
7 (a) Back Cover Page
7 (b) (c) (d)
(e) (f) Purchases
8 (a) (b) (c)
(d) Redemptions
9 N/A
10 Cover Page
11 Cover Page - Table of Contents
12 N/A
13(a)(b)(c)(d) Investment Objective and Policies
<PAGE>
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
14 Trustees and Officers
15 (a) (b) N/A
15 (c) Trustees and Officers
16 (a) (i) Investment Advisory and Other Services
16 (a) (ii) Trustees and Officers
16 (a) (iii) Investment Advisory and Other Services
16 (b) Investment Advisory and Other Services
16 (c) (d) (e)
(g) N/A
16 (f) Purchases, Redemptions
and Shareholder Services
16 (h) Investment Advisory and Other Services
16 (i) N/A
17 (a) Portfolio Transactions
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) Portfolio Transactions
17 (e) N/A
18 (a) Cover Page
18 (b) N/A
19 (a) (b) Purchases, Redemptions
and Shareholder Services; Notes
to Financial Statements
19 (c) N/A
20 Taxes
21 (a) Purchases, Redemptions
and Shareholder Services
21 (b) (c) N/A
22 (a) N/A
22 (b) Past Performance
23 Financial Statements; Supplementary
Financial Information
<PAGE>
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits -
99.B11 Consent of Deloitte & Touche*
* Filed herewith.
Item 25. Person Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Record Holders of Securities
As of March 27, 1998:
Large-Cap - 4,412 (Class A)
2,293 (Class B)
522 (Class C)
Small-Cap - 23,798 (Class A)
17,262 (Class B)
4,520 (Class C)
Item 27. Indemnification
Registrant is incorporated under the laws of the State of
Maryland and is subject to Section 2-418 of the Corporations
and Associations Article of the Annotated Code of the State of
Maryland controlling the indemnification of directors and
officers. Since Registrant has its executive offices in the
State of New York, and is qualified as a foreign corporation
doing business in such State, the persons covered by the
foregoing statute may also be entitled to and subject to the
limitations of the indemnification provisions of Section
721-727 of the New York Business Corporation Law.
The general effect of these statutes is to protect officers,
directors and employees of Registrant against legal liability
and expenses incurred by reason of their positions with the
Registrant. The statutes provide for indemnification for
liability for proceedings not brought on behalf of the
corporation and for those brought on behalf of the corporation,
and in each case place conditions under which indemnification
will be permitted, including requirements that the officer,
director or employee acted in good faith. Under certain
conditions, payment of expenses in advance of final disposition
may be permitted. The By-Laws of Registrant, without limiting
the authority of Registrant to indemnify any of its officers,
employees or agents to the extent consistent with applicable
law, makes the indemnification of its directors mandatory
subject only to the conditions and limitations imposed by the
above-mentioned Section 2-418 of Maryland Law and by the
provisions of Section 17(h) of the Investment Company Act of
1940 as interpreted and required to be implemented by SEC
Release No. IC-11330 of September 4, 1980.
<PAGE>
In referring in its By-Laws to, and making indemnification of
directors subject to the conditions and limitations of, both
Section 2-418 of the Maryland Law and Section 17(h) of the
Investment Company Act of 1940, Registrant intends that
conditions and limitations on the extent of the indemnification
of directors imposed by the provisions of either Section 2-418
or Section 17(h) shall apply and that any inconsistency between
the two will be resolved by applying the provisions of said
Section 17(h) if the condition or limitation imposed by Section
17(h) is the more stringent. In referring in its By-Laws to SEC
Release No. IC-11330 as the source for interpretation and
implementation of said Section 17(h), Registrant understands
that it would be required under its By-Laws to use reasonable
and fair means in determining whether indemnification of a
director should be made and undertakes to use either (1) a final
decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified
("indemnitee") was not liable to Registrant or to its security
holders by reason of willful malfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct") or (2) in the
absence of such a decision, a reasonable determination, based
upon a review of the facts, that the indemnitee was not liable
by reason of such disabling conduct, by (a) the vote of a
majority of a quorum of directors who are neither "interested
persons" (as defined in the 1940 Act) of Registrant nor parties
to the proceeding, or (b) an independent legal counsel in a
written opinion. Also, Registrant will make advances of
attorneys' fees or other expenses incurred by a director in his
defense only if (in addition to his undertaking to repay the
advance if he is not ultimately entitled to indemnification) (1)
the indemnitee provides a security for his undertaking, (2)
Registrant shall be insured against losses arising by reason of
any lawful advances, or (3) a majority of a quorum of the non-
interested, non-party directors of Registrant, or an independent
legal counsel in a written opinion, shall determine, based on a
review of readily available facts, that there is reason to
believe that the indemnitee ultimately will be found entitled to
indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expense incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 28. Business and Other Connections of Investment Adviser
Lord, Abbett & Co. acts as investment advisor for twelve, other
open-end investment companies (of which it is principal
underwriter for thirteen), and as investment adviser to
approximately 6,220 private accounts as of December 31, 1997.
Other than acting as directors and/or officers of open-end
investment companies managed by Lord, Abbett & Co., none of
Lord, Abbett & Co.'s partners has, in the past two fiscal years,
engaged in any other business, profession, vocation or
employment of a substantial nature for his own account or in the
capacity of director, officer, employee, partner or trustee of
any entity except as follows:
<PAGE>
John J. Walsh
Trustee
The Brooklyn Hospital Center
100 Parkside Avenue
Brooklyn, N.Y.
Item 29. Principal Underwriter
(a) Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett U. S. Government Securities Money Market Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett Tax-Free Income Trust
Lord Abbett Securities Trust
Lord Abbett Investment Trust
Investment Advisor
American Skandia Trust (Lord Abbett Growth and Income Portfolio)
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices
Business Address (1) with Registrant
Robert S. Dow Chairman and President
Paul A. Hilstad Vice President & Secretary
Stephen I. Allen Vice President
Zane E. Brown Vice President
Daniel E. Carper Vice President
Daria L. Foster Vice President
Robert G. Morris Vice President
Robert J. Noelke Vice President
E. Wayne Nordberg Vice President
John J. Walsh Vice President
The other general partners of Lord, Abbett & Co. who are neither officers
nor directors of the Registrant are W. Thomas Hudson and Michael McLaughlin.
(1)Each of the above has a principal business address 767 Fifth
Avenue, New York, NY 10153
(c) Not applicable
Item 30. Location of Accounts and Records
Registrant maintains the records, required by Rules 31a - 1(a)
and (b), and 31a - 2(a) at its main office.
Lord, Abbett & Co. maintains the records required by Rules
31a - 1(f) and 31a - 2(e) at its main office.
<PAGE>
Certain records such as canceled stock certificates and
correspondence may be physically maintained at the main office of
the Registrant's Transfer Agent, Custodian, or Shareholder
Servicing Agent within the requirements of Rule 31a-3.
Item 31. Management Services
None
Item 32. Undertakings
The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
The registrant undertakes, if requested to do so by the holders of
at least 10% of the registrant's outstanding shares, to call a
meeting of shareholders for the purpose of voting upon the question
of removal of a director or directors and to assist in
communications with other shareholders as required by Section
16(c).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant has duly caused this Registration Statement
and/or any amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on the
18th day of March 1998.
LORD ABBETT RESEARCH FUND, INC.
By s/Robert S. Dow
---------------------------------
Robert S. Dow,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Chairman, President
s/Robert S. Dow and Director April 16, 1998
- ------------------------- -------------------------- --------------------
Robert S. Dow (Title) (Date)
Vice President and
s/Keith F. O'Connor Chief Financial Officer April 16, 1998
- ------------------------- -------------------------- --------------------
Keith F. O'Connor (Title) (Date)
s/E. Wayne Nordberg Director April 16, 1998
- ------------------------- -------------------------- --------------------
E. Wayne Nordberg (Title) (Date)
s/Stewart S. Dixon Director April 16, 1998
- ------------------------- -------------------------- --------------------
Stewart S. Dixon (Title) (Date)
s/John C. Jansing Director April 16, 1998
- ------------------------- -------------------------- --------------------
John C. Jansing (Title) (Date)
s/C. Alan MacDonald Director April 16, 1998
- ------------------------- -------------------------- --------------------
C. Alan MacDonald (Title) (Date)
s/Hansel B. Millican Director April 16, 1998
- ------------------------- -------------------------- --------------------
Hansel B. Millican, Jr. (Title) (Date)
s/Thomas J. Neff Director April 16, 1998
- ------------------------- -------------------------- --------------------
Thomas J. Neff (Title) (Date)
s/E. Thayer Bigelow Director April 16, 1998
- ------------------------- -------------------------- --------------------
E. Thayer Bigelow (Title) (Date)
CONSENT OF INDEPENDENT AUDITORS
Lord Abbett Research Fund, Inc.:
We consent to the incorporation by reference in Post-Effective Amendment No. 15
to Registration Statement No. 33-47641 our report dated January 5, 1998
appearing in the annual report to shareholders and to the reference to us under
the caption "Financial Highlights" in the Prospectus and to the references to us
under the captions "Investment Advisory and Other Services" and "Financial
Statements" in the Statement of Additional Information, both of which are part
of such Registration Statement.
s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
March 19, 1998
