Draft--March 14, 1996
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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:
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
LORD ABBETT SECURITIES TRUST
(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:
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<PAGE>
[Letterhead of Lord Abbett Securities Trust]
FROM THE CHAIRMAN OF THE BOARD
- - - ------------------------------
Dear Shareholder,
The Board of Trustees of Lord Abbett Securities Trust (the "Fund") has
called a Special 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 ratify the selection of
Deloitte & Touche LLP as the Fund's independent public accountants.
Second, the board recommends that you vote in favor of a proposed
revision of the fundamental investment policies and restrictions of the Lord
Abbett Growth & Income Trust series of the Fund (the "Series") which is intended
to provide for greater flexibility in managing the Series' portfolio and to
permit the board to change applicable policies in the future without incurring
the expense of shareholder meetings.
Third, the trustees propose that the Series enter into a new 12b-1 Plan
and Dis tribution Agreement for your class of shares. This new 12b-1 Plan has
several changes which are designed primarily to maintain the competitive
position of the Series and to encourage sales of shares of the Series. These
changes, and the estimated effect of these changes on the Series' expenses, are
described in detail in the proxy statement.
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 SECURITIES TRUST
767 Fifth Avenue
New York, New York 10153
Tel. No. (212) 848-1800
NOTICE OF SPECIAL 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 SECURITIES TRUST
767 Fifth Avenue
New York, New York 10153
Telephone No. (212) 848-1800
Notice of Special Meeting of Shareholders
To Be Held June 19, 1996 April 17, 1996
Notice is given hereby of a special meeting of Lord Abbett Securities Trust (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 ratify the selection of Deloitte & Touche LLP as
independent public accountants of the Fund for the current
fiscal year;
ITEM 2. To approve or disapprove certain changes in the fundamental
investment policies and restrictions of the shareholders of
the Lord Abbett Growth & Income Trust series of the Fund (the
"Series")of the Series; and
ITEM 3. To approve or disapprove a new Distribution Plan and Agreement
for the existing class of shares of the Series pursuant to
Rule 12b-1 under the Investment Company Act of 1940.
By order of the Board of Trustees
Kenneth B. Cutler
Vice President and Secretary
The Board of Trustees 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 Fund and ____ Shares
of the Series issued and outstanding.
- - - --------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
<PAGE>
LORD ABBETT SECURITIES TRUST
767 Fifth Avenue
New York, New York 10153
April 17, 1996
PROXY STATEMENT
---------------
This Proxy Statement is furnished to the shareholders of Lord Abbett
Growth & Income Trust (the "Series"), a series of Lord Abbett Securities Trust,
a diversified, open-end management investment company organized as a Delaware
business trust (the "Fund"), in connection with the solicitation of proxies by
and on behalf of the Board of Trustees for use at a special 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 Fund and _____ shares of the Series.
Only shareholders of record at the close of business on the Record Date are
entitled to notice of, and to vote at, the special 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. D.F. King & Co. has been retained to
assist in the solicitation of proxies at an estimated cost of $_______. The cost
of the solicitation will be borne by _____________.
Shareholders are entitled to one vote for each full share, and a pro
portionate vote for each fractional share, of the Series held as of the Record
Date. Under Delaware 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
<PAGE>
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. RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees has selected Deloitte & Touche LLP as the in
dependent public accountants of the Fund for the fiscal year ending October 31,
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 LLP acted as the Fund's independent public accountants for the
year ended October 31, 1995, and since the Fund's inception in 1993. Based on
information 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.
2
<PAGE>
The Board of Trustees recommends that shareholders vote to ratify the
selection of Deloitte & Touche LLP as the Fund's independent public accountants
for the fiscal year ending October 31, 1996.
2. PROPOSAL TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS AND POLICIES OF
THE SERIES
The Board of Trustees has approved various amendments to the investment
policies and restrictions of the Series in order to provide increased
flexibility in managing the Series' investment portfolio. Those investment
policies and restrictions of the Series that are designated "fundamental" may
only be changed by the vote of a "majority" (as defined in the Act) of the
voting securities of the Series. Those investment policies and restrictions
designated "non-fundamental" may be changed by the vote of the Board of Trustees
alone. Therefore, the proposed amendments to the fundamental policies and
restrictions described below require shareholder approval. The current and
proposed investment policies and restrictions for the Series (both fundamental
and non-fundamental) with respect to various investment techniques and
securities are set forth in Exhibit A attached hereto.
Investment policies and restrictions govern generally the investment
activities of the Series and limit its ability to invest in certain types of
securities or engage in certain types of transactions. The proposed changes are
not expected to affect materially the current operations of the Series.
Although the proposed funda mental investment policies and restrictions are less
restrictive than the current fundamental investment policies and restrictions of
the Series, non-fundamental restrictions have been adopted, to become effective
with the proposed amendments to the fundamental policies and restrictions, which
will limit the effect of such changes on the operations of the Series. The
proposed fundamental policies and restrictions are intended principally to
provide greater flexibility in the future management of the Series' investment
portfolio. The Board of Trustees has no present intention of approving actions
permitted by these less restrictive fundamental policies. If it were to do so,
the risks of investing in the Series could be increased. No change is proposed
with respect to the Series' investment objective, which is long-term growth of
capital and income without excessive fluctuations in market value.
The proposed policies and restrictions restate many of the policies and
restrictions currently in effect for the Series. In some instances, certain
fundamental policies and restrictions have been modified or eliminated in
accordance with develop ments in Federal or state blue sky regulations or in the
securities markets since the inception of the Series. In other instances, as
illustrated in Exhibit A, certain policies and restrictions previously deemed
fundamental have been redesignated non-funda mental. By making certain policies
and restrictions non-fundamental, the Board may
3
<PAGE>
amend a policy or restriction as it deems appropriate and in the best interest
of the Series and its shareholders, without incurring the costs (normally borne
by the Series and its shareholders) of seeking a shareholder vote. Also,
certain of the proposed fundamental investment policies and restrictions are
stated in terms of "to the extent permitted by applicable law". Applicable law
can change over time and may become more or less restrictive as a result. The
policies and restrictions have been drafted in this manner so that a change in
law would not require the Series to seek a shareholder vote to amend the policy
or restriction to conform to applicable law, as revised.
Approval of the proposed amendments to the fundamental investment
restrictions and policies requires the affirmative vote of a "majority" (as
defined in the Act) of the voting securities of the 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.
If the proposed amendments are not approved by the shareholders of a
Series, the current fundamental policies and restrictions will continue in
effect for such Series.
The Board of Trustees recommends that shareholders of the Series vote in
favor of the proposed amendments to the Series' fundamental investment
restrictions and policies.
3. NEW DISTRIBUTION PLAN AND AGREEMENT FOR THE CLASS C SHARES
At a meeting of the Board of Trustees of the Fund held on March 14, 1996,
the trustees of the Fund unanimously approved, subject to shareholder ap proval,
and determined to submit to the shareholders of the Series for approval, 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 Series. The existing
class of shares is to
4
<PAGE>
be designated the Class C Shares. The text of the Proposed Plan is attached
hereto as Exhibit B. The trustees who approved the Proposed Plan include all of
the In dependent Trustees, none of whom is an "interested person" of the Fund
within the meaning of the Act or will have a direct or indirect financial
interest in the operations of the Proposed Plans or in any agreements related
thereto.
If approved by shareholders, the Proposed Plan will replace the dis
tribution plan and agreement (the "Current Plan") that was approved by
shareholders and became effective on October 20, 1993. The changes included in
the Proposed Plan, which are described below, are designed primarily to maintain
the competitive position of the Class C Shares of the Series.
Under the Current Plan (except as to certain accounts for which tracking
data is not available), the Series pays to dealers through Lord Abbett
distribution and service fees (a) at the time shares are sold, not to exceed
-
0.75% and 0.25%, respectively, of the net asset value of such shares and (b) at
-
the end of the quarter following the first anniversary of the sale of shares,
and quarterly thereafter, at an annual rate not to exceed 0.75% and 0.25%,
respectively, of the net asset value of such shares, including any shares issued
for reinvested dividends and distributions after such first anniversary, so long
as such shares remain outstanding. Lord Abbett may retain from the quarterly
distribution fee, for the payment of distribution expenses incurred directly by
it, an amount not to exceed 0.10% of the average annual net asset value of such
shares outstanding. These service and distribution fees are intended to provide
additional incentives for dealers (a) to provide continuing information and
-
investment services to their shareholder accounts and otherwise to encourage
their accounts to remain invested in the Series and (b) to sell shares of the
-
Series.
If shares of the Series are redeemed for cash before the first
anniversary of their purchase, the redeeming shareholder is required to pay to
the 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 the shares are exchanged for shares of another series of the Fund or for
shares of Lord Abbett U.S. Government Securities Money Market Fund ("GSMMF") and
subsequently redeemed before the first anniversary of their original purchase,
the charge will be collected for the Series by the other series or GSMMF.
Set forth below is a description of the principal changes to be effected
under the Proposed Plan:
(a) Payments to Authorized Institutions. The fees payable under the
-----------------------------------
Proposed Plan will remain unchanged, except that payments thereunder may be made
to institutions and persons permitted by applicable law and/or rules to receive
such
5
<PAGE>
payments ("Authorized Institutions"), rather than just to dealers as is the case
under the Current Plan.
(b) Lord Abbett Distributor. The other party to the Proposed Plan is to
-----------------------
be Lord Abbett Distributor LLC, a New York limited liability company to be
formed as a subsidiary of Lord Abbett ("Lord Abbett Distributor"), rather than
Lord Abbett. Lord Abbett Distributor is to take on all the underwriting
functions currently performed directly by Lord Abbett.
(c) CDRC. Commencing July 15, 1996, the Class C Shares of the Series are
----
to become exchangeable for Class C Shares of other Lord Abbett-sponsored funds
rather than for shares of other series of the Fund. A CDRC will not be payable
upon such an exchange unless the shares received in the exchange are
subsequently redeemed before the first anniversary of their original purchase.
In considering whether to recommend the Proposed Plan for approval, the
Board considered, among other things, that since the Current Plan was adopted,
different methods of distribution, using different entities, have developed in
the industry. The Board of Trustees sees no reason to limit arbitrarily the
categories of persons eligible to receive payments under the Proposed Plan, and
believes that the availability of payments under the plan will induce such other
entities to invest in Class C Shares.
In light of the anticipated benefits to the Series and its shareholders
as a result of adopting the Proposed Plan, and having reviewed a comparison of
the costs to the Series of the Current Plan and the Proposed Plan, the trustees
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 benefit the Series and its shareholders. There can,
however, be no assurance that the anticipated benefits will be realized.
Set forth in the tables below is a summary comparison of the expenses of
the Series, on a current and pro-forma basis taking into account the increased
fees that could be paid under the Proposed Plan. The annual operating expenses
shown in the second column of each table are the Series' actual expenses for the
fiscal year ended October 31, 1995. The expenses shown in the third column
represent, on a pro-forma basis, such actual expenses of each Series adjusted to
show the effect of the changes effected by the Proposed Plan. The example set
forth below is not a representation of past or future expenses. Actual expenses
may be greater or less than those shown.
6
<PAGE>
I II III
- - - -----------------------------------------------------------------------
Pro Forma
(reflecting
estimated
amounts that
Year ended would have
October 31, 1995 been paid
(reflecting under the
the Current Plan) Proposed Plan)
----------------- --------------
- - - -----------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
- - - -----------------------------------------------------------------------
Maximum Sales Load/1/ on Purchases None None
Deferred Sales Load /1 / 1.00%/2/ 1.00%/2/
- - - -----------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET
ASSETS)
- - - -----------------------------------------------------------------------
Management Fee 0.00%/3/ 0.00%/3/
12b-1 Fees 0.88% 0.88%
Other Expenses 0.28%/3/ 0.28%/3/
- - - -----------------------------------------------------------------------
Total Operating Expenses 1.16%/3/ 1.16%/3/
- - - -----------------------------------------------------------------------
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.
7
<PAGE>
<TABLE>
<CAPTION>
1 years/3,4/ 3 years/3,4/ 5 years/3,4/ 10 years/3,4/
------- ------- ------- --------
Pro Pro
Forma Pro Forma Pro Forma Forma
Current (est.) Current (est.) Current (est.) Current (est.)
- - - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$12 $12 $12 $12 $12 $12 $12 $12
- - - -------------------------------------------------------------------------------------------
</TABLE>
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. Under both the Current Plan and the Proposed Plan, redemptions of shares
are subject to a CDRC of 1% of the original cost or the then net asset
value, whichever is less, if the redemption occurs before the first
anniversary of the original purchase, subject to certain exceptions
described herein.
3. Although not obligated to, Lord, Abbett & Co. may waive its management
fee and subsidize the operating expenses with respect to the Series. For
the fiscal year ended October 31, 1995, Lord Abbett waived its management
fee and subsidized certain operating expenses for the Series. Without
such waiver and subsidy, the management fee would have been 0.75%, and
the total operating expenses would have been 1.91%.
4. Based on total current and pro-forma operating expenses shown in the
table above.
If the shareholders 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 Trustees and its Independent Trustees 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
Trustees 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 Trustees.
The Proposed Plan provides that while it is in effect, the selection and
nomination of Independent Trustees is committed to the discretion of the
Independent Trustees then sitting on the Board. This does not prevent the
involvement of others
8
<PAGE>
in such selection and nomination if the final decision on any such selection or
nomination is approved by a majority of the Independent Trustees.
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 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.
If the Proposed Plan is not approved, the Current Plan for the Series
will continue in effect according to its terms.
The Board of Trustees recommends that shareholders of the Series vote in
favor of adoption of the Proposed Plan.
4. 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. Transactions Involving the Series
and other Series of the Fund.
---------------------------------
It is expected that the Series will acquire the assets of Lord Abbett
Fundamental Value Fund, Inc. ("LAFVF"). This transaction, which is subject to
certain conditions, has been approved by the Board of Trustees of the Fund,
including a majority of the Independent Trustees, as being in the best interests
of the shareholders of the Series. Shareholders of the Series are not required
to approve this
9
<PAGE>
transaction. As of February 29, 1996, the net assets of LAFVF were
approximately $________ and the net assets of the Series were approximately
$________ .
If such transaction is consummated, Class A Shares of the Fund will be
issued to the shareholders of LAFVF. The Class A Shares and the existing shares
of the Series, which are to be designated the Class C Shares, will be classes
within the Series. Each such share, regardless of class, will share 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 classes and possibly other class-specific expenses.
The Class A Shares of the Series are to be subject to a Rule 12b-1 plan that
involves annual distribution and service fees for the account of such class that
are expected initially to equal approximately 0.__% of the average net asset
value of the Class A Shares.
The Board of Trustees of the Fund has also approved a sale of the assets
of each of the other series of the Fund to another Lord Abbett-sponsored fund
having an identical or similar investment objective. Following the sale of
their assets in these transactions, which are subject to certain conditions, the
other series of the Fund will terminate. Commencing July 15, 1996, following
the closings of these various transactions, the Class C Shares of the Series are
to become exchangeable for Class C Shares of the other Lord Abbett-sponsored
funds rather than for shares of the other series of the Fund.
Also commencing July 15, 1996, both classes of the Series are to be
offered to the public. It is expected that implementation of the Series' multi-
class structure will (i) enable investors in the Series to choose the
-
distribution option that best suits their individual situations, (ii) facilitate
--
distribution of the Series' shares, and (iii) maintain the competitive position
---
of the Series in relation to other funds that have implemented or are seeking to
implement similar distribution arrangements.
b. 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 execu tive 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.
c. 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.
10
<PAGE>
d. 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 semiannual 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-___-____.
e. Portfolio Transactions.
----------------------
The Fund's policy with respect to the Series 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 Series
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.
The Series pays a commission rate that Fund management believes is
appropriate to give maximum assurance that the Series' brokers will provide to
the Series, 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 Series and the other accounts they manage. Such services include
showing the Series 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.
11
<PAGE>
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 Series 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 Series; 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 Series, 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 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.
12
<PAGE>
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 October 31, 1995, 1994 and 1993, the Series
paid $_____, $_____ and $_____ in commissions to independent broker-dealers.
LORD ABBETT SECURITIES TRUST
By:_______________________
Kenneth B. Cutler
Vice President and Secretary
13
<PAGE>
EXHIBIT A
COMPARISON OF CURRENT AND PROPOSED INVESTMENT POLICIES AND RESTRICTIONS
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
- - - ------------------------------------------------- -------------------------------------------
- - - ----------------------------------------------------------------------------------------------
<S> <C>
SHORT SALES/MARGIN.
FUNDAMENTAL
No Policy/Restriction stated. The Series may purchase securities on
margin to the extent permitted by ap-
plicable law.
NON-FUNDAMENTAL
The Series may not make short sales
of securities or maintain a short
position except to the extent permitted
by applicable law.
- - - ----------------------------------------------------------------------------------------------
BORROWING.
FUNDAMENTAL FUNDAMENTAL
The Series may not borrow money except The Series may not borrow money,
(i) as a temporary measure for extra- except that (i) the Series may borrow
ordinary or emergency purposes, and then from banks (as defined in the Act) in
not in excess of 5% of the Series' gross amounts up to 33% of its total
assets (at cost or market value, which ever assets (including the amount bor-
is lower) at the time of borrowing and rowed), (ii) the Series may borrow up
(ii) unless such borrowing does not exceed to an additional 5% of its total assets
the asset coverage requirements of Section for temporary purposes, and (iii) the
18(f) of the Act. Series may obtain such short-term
credit as may be necessary for the
clearance of purchases and sales of
portfolio securities.
NON-FUNDAMENTAL
The Series may not borrow in excess
of 5% of its gross assets taken at cost
or market value, whichever is lower
at the time of borrowing, and then
only as a temporary measure for
extraordinary or emergency purposes.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
UNDERWRITING.
<S> <C>
FUNDAMENTAL FUNDAMENTAL
The Series may not engage in the under- The Series may not engage in the
writing of securities except pursuant to a underwriting of securities, except pur-
merger or acquisition or to the extent that suant to a merger or acquisition or to
in connection with the disposition of its the extent that, in connection with the
portfolio securities it may be deemed to be disposition of its portfolio securities,
an underwriter under federal securities it may be deemed to be an under-
laws. Notwithstanding the foregoing, in writer under federal securities laws.
the future, upon shareholder approval, the
Series may seek to achieve its investment
objective by investing all of its assets in
another investment company (or series or
class thereof) having the same investment
objective. Shareholders will be notified
thirty days in advance of such conversion.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
LENDING.
<S> <C>
FUNDAMENTAL FUNDAMENTAL
The Series may not lend money or securi- The Series may not make loans to
ties to any person except through entering other persons, except that the ac-
into short-term repurchase agreements with quisition of bonds, debentures or
sellers of securities the Series has pur- other corporate debt securities and
chased and by lending Series portfolio investment in government obligations,
securities to registered broker-dealers commercial paper, pass-through in-
where the loan is 100% secured by cash or struments, certificates of deposit,
its equivalent as long as the Series com- bankers acceptances, repurchase
plies with regulatory requirements and agreements or any similar instruments
except for time or demand deposits with shall not be subject to this limitation,
banks and purchases of commercial paper and except further that the Series may
or publicly-offered debt securities at orig- lend its portfolio securities, provided
inal issue or otherwise. If the Series that the lending of portfolio securities
enters into repurchase agreements as pro- may be made only in accordance with
vided above, it will do so only with those applicable law.
primary reporting dealers that report to the
Federal Reserve Bank of New York and
with the 100 largest United States com-
mercial banks and the underlying securities
purchased under the agreements will con-
sist only of those securities in which the
Series otherwise may invest.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
REAL ESTATE/COMMODITIES.
<S> <C>
FUNDAMENTAL FUNDAMENTAL
The Series may not buy or sell real estate The Series may not buy or sell real
(including limited partnerships therein but estate (except that the Series may in-
excluding securities of companies, such as vest in securities directly or indirectly
real estate investment trusts, which deal in secured by real estate or interests
real estate or interests therein), oil, gas or therein or issued by companies which
other mineral leases or in commodities or invest in real estate or interests
commodity contracts in the ordinary therein), commodity or commodity
course of its business, except such in- contracts (except to the extent the
terests and other property acquired as a Series may do so in accordance with
result of owning other securities, though applicable law and without registering
securities will not be purchased in order to as a commodity pool operator under
acquire any of these interests. the Commodity Exchange Act as, for
example, with futures contracts).
NON-FUNDAMENTAL
The Series may not invest in real
estate limited partnership interests or
interests in oil, gas or other mineral
leases, or exploration or other
development programs, except that
the Series may invest in securities
issued by companies that engage in
oil, gas or other mineral exploration
or development activities.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
DIVERSIFICATION.
<S> <C>
FUNDAMENTAL FUNDAMENTAL
The Series may not, with respect to 75% With respect to 75% of its gross
of the gross assets of the Series, buy assets, the Series may not buy
securities if the purchase would then cause securities of one issuer representing
it to (i) have more than 5% of its gross more than (i) 5% of the Series' gross
assets, at market value at the time of in- assets, except securities issued or
vestment, invested in the securities of any guaranteed by the U.S. Government,
one issuer except securities issued or guar- its agencies or instrumentalities, or
anteed by the U.S. Government, its (ii) 10% of the voting securities of
agencies or instrumentalities or (ii) own such issuer.
more than 10% of the voting securities of
any issuer. Notwithstanding the fore-
going, in the future, upon shareholder ap-
proval, the Series may seek to achieve its
investment objective by investing all of its
assets in another investment company (or
series or class thereof) having the same
investment objective. Shareholders will be
notified thirty days in advance of such
conversion.
- - - ----------------------------------------------------------------------------------------------
INVESTMENT IN A SINGLE
INDUSTRY.
FUNDAMENTAL FUNDAMENTAL
The Series may not concentrate its The Series may not invest more than
investments in any particular industry, 25% of its assets, taken at market
excluding U.S. Government securities. value, in the securities of issuers in
Notwithstanding the foregoing, in the any particular industry (excluding
future, upon shareholder approval, the securities of the U.S. Government, its
Series may seek to achieve its investment agencies and instrumentalities).
objective by investing all of its assets in
another investment company (or series or
class thereof) having the same investment
objective.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
RESTRICTED/ILLIQUID
SECURITIES.
<S> <C>
No Policy/Restriction stated. NON-FUNDAMENTAL
The Series may not invest knowingly
more than 15% of its net assets (at
the time of investment) in illiquid
securities, except for securities quali-
fying for resale under Rule 144A of
the Securities Act of 1933, deemed to
be liquid by the Board of Trustees.
- - - ----------------------------------------------------------------------------------------------
MORTGAGING AND PLEDGING OF
ASSETS.
FUNDAMENTAL
No Policy/Restriction stated. The Series may not pledge its assets
(other than to secure borrowings, or
to the extent permitted by the Series'
investment policies, in connection
with hedging transactions, short sales,
when-issued and forward commitment
transactions and similar investment
strategies).
- - - ----------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES OF
OTHER INVESTMENT COMPANIES.
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not invest in the
securities of other investment
companies, except as permitted by
applicable law.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
OPTIONS.
<S> <C>
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not write, purchase or
sell puts, calls, straddles, spreads or
combinations thereof, except to the
extent permitted in the Fund's
prospectus and statement of additional
information, as they may be amended
from time to time.
- - - ----------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES OF
ISSUERS IN OPERATION FOR LESS
THAN THREE YEARS.
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not invest in
securities of issuers which, with their
predecessors, have a record of less
than three years continuous
operations, if more than 5% of the
Series' total assets would be invested
in such securities (this restriction shall
not apply to mortgage-backed
securities, asset-backed securities or
obligations issued or guaranteed by
the U.S. Government, its agencies or
instrumentalities).
- - - ----------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
OWNERSHIP OF PORTFOLIO
SECURITIES BY OFFICERS AND
DIRECTORS.
<S> <C>
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not hold securities of
any issuer if more than 1/2 of 1% of
the securities of such issuer are
owned beneficially by one or more
officers or trustees of the Fund or by
one or more partners or members of
the underwriter or investment advisor
if these owners in the aggregate own
beneficially more than 5% of the
securities of such issuer.
- - - ----------------------------------------------------------------------------------------------
TRANSACTIONS WITH CERTAIN
PERSONS.
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not buy from or sell
to any of its officers, trustees,
employees, or its investment adviser
or any of its officers, directors,
partners or employees, any securities
other than shares of beneficial interest
in the Series.
- - - ----------------------------------------------------------------------------------------------
SENIOR SECURITIES.
FUNDAMENTAL
FUNDAMENTAL The Series may not issue senior se-
The Series may not issue senior securities. curities to the extent such issuance
would violate applicable law.
- - - ----------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
CURRENT POLICY/RESTRICTION PROPOSED POLICY/RESTRICTION
-------------------------- ---------------------------
- - - ------------------------------------------------------------------------------------------
PURCHASE OF WARRANTS.
<S> <C>
NON-FUNDAMENTAL
No Policy/Restriction stated. The Series may not invest in warrants
if, at the time of the acquisition, its
investment in warrants, valued at the
lower of cost or market, would
exceed 5% of the Series' total assets
(included within such limitation, but
not to exceed 2% of the Series' total
assets, are warrants which are not
listed on the New York or American
Stock Exchange or a major foreign
exchange).
- - - ----------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
EXHIBIT B
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett Securities Trust -- Lord Abbett Growth & Income Trust
-- Class C Shares
- - - --------------------------------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996 by
and between LORD ABBETT SECURITIES TRUST, a Delaware business trust (the
"Fund"), on behalf of its LORD ABBETT GROWTH & INCOME TRUST 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 beneficial
interest, including the Series' Class C shares (the "Shares") pursuant to the
Distribution Agreement between the Fund and the Distributor, dated as of the
date hereof, and
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 for payment to institutions and persons permitted by applicable law
and/or rules to receive such payments ("Authorized Institutions") in connection
with sales of Shares and for use by the Distributor as provided in paragraph 3
of this Plan, and
WHEREAS, the Fund's Board of Trustees 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 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. The
Distributor may, from time to time, waive or
<PAGE>
defer payment of some fees payable at the time of the sale of Shares provided
for under paragraph 2 hereof.
2. Subject to possible reduction as provided below in this paragraph 2,
the Series shall pay to the Distributor fees (i) at the time of sale of Shares
-
(a) for services, not to exceed .25 of 1% of the net asset value of the Shares
- - - --
sold and (b) for distribution, not to exceed .75 of 1% of the net asset value of
-
the Shares sold; and (ii) at each quarter-end after the first anniversary of the
--
sale of Shares (a) for services, at an annual rate not to exceed .25 of 1% of
-
the average annual net asset value of Shares outstanding for one year or more
and (b) for distribution, at an annual rate not to exceed .75 of 1% of the
-
average annual net asset value of Shares out standing for one year or more. For
purposes of clause (ii) above, (A) Shares issued pursuant to an exchange for
-
Class C shares of another series of the Fund or another Lord Abbett-sponsored
fund (or for shares of a fund acquired by the Fund) will be credited with the
time held from the initial purchase of such other shares when determining how
long Shares mentioned in clause (ii) have been outstanding and (B) payments will
-
be based on Shares outstanding during any such quarter. Sales in clause (i)
above exclude Shares issued for reinvested dividends and distributions, and
Shares outstanding in clause (ii) above include Shares issued for reinvested
dividends and distributions which have been outstanding for one year or more.
The Board of Trustees of the Fund shall from time to time determine the amounts,
within the foregoing maximum amounts, that the Series may pay the Distributor
hereunder. Such determinations by the Board of Trustees shall be made by votes
of the kind referred to in paragraph 10 of this Plan. The service fees
mentioned in this paragraph are for the purposes mentioned in clause (ii) of
paragraph 1 of this Plan and the distribution fees mentioned in this paragraph
are for the purposes mentioned in clause (i) of paragraph 1 and the second
sentence of paragraph 3 of this Plan. The Distributor will monitor the payments
hereunder and shall reduce such payments or take such other steps as may be
necessary to assure that (x) 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 (y) 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 sold by) such Authorized Institution and held in an
account covered by an Agreement.
3. The Distributor may use amounts received as distribution fees
hereunder from the Series to finance any activity which is primarily intended to
result in the sale of Shares including, but not limited to, commissions or other
payments relating to selling or servicing efforts. Without limiting the
generality of the fore
2
<PAGE>
going, the Distributor may apply up to 10 of the total basis points authorized
by the Fund's Board of Trustees designated as the distribution fee referred to
in clause (ii)(b) of paragraph 2 to expenses incurred by the Distributor if such
expenses are primarily intended to result in the sale of Shares. The Fund's
Board of Trustees (in the manner contemplated in paragraph 10 of this Plan)
shall approve the timing, categories and calculation of any payments under this
paragraph 3 other than those referred to in the foregoing sentence.
4. The net asset value of the Shares shall be determined as provided in
the Declaration and Agreement of Trust of the Fund. If the Distributor waives
all or a portion of 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
Trustees, and the Board of Trustees 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.
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 trustees, 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 otherwise
may 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.
3
<PAGE>
8. This Plan shall become effective on the date hereof, and shall
continue in effect for a period of more than one year from such date only so
long as such continuance is specifically approved at least annually by a vote of
the Board of Trustees of the Fund, including the vote of a majority of the
trustees who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of 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 without the vote of a majority of its outstanding
voting securities and each material amendment must be approved by a vote of the
Board of Trustees of the Fund, including the vote of a majority of the trustees
who are not "interested persons" of the Fund and who have no direct or indirect
financial interest in the operation of 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.
10. Amendments to this Plan other than material amendments of the kind
referred to in the foregoing paragraph 9 of this Plan may be adopted by a vote
of the Board of Trustees of the Fund, including the vote of a majority of the
trustees who are not "interested persons" of the Fund and who have no direct or
indirect financial interest in the operation of this Plan or in any agreement
related to this Plan. The Board of Trustees 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 by (a) the vote of a majority of the trustees of the Fund who are not
-
"interested persons" of the Fund and have no trustees or indirect financial
interest in the operation of this Plan or in any agreement related to this 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 trustees of the Fund who are not "interested persons" of the
Fund are committed to the discretion of such disinterested trustees. The terms
"interested persons," "assignment" and "vote of a majority of the outstanding
voting securities" shall have the same meaning as those terms are defined in the
Act.
4
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this in strument to be
executed in its name and on its behalf by its duly authorized repre sentative as
of the date first above written.
LORD ABBETT SECURITIES TRUST
By:________________________________
President
ATTEST:
_________________________
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:_________________________________
5
<PAGE>
LORD ABBETT SECURITIES TRUST
LORD ABBETT GROWTH & INCOME TRUST
SPECIAL 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 special meeting of shareholders of
LORD ABBETT SECURITIES TRUST (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 TRUSTEES WHICH RECOMMENDS THAT
YOU VOTE FOR PROPOSALS 1, 2 AND 3.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE OF THE UNDERSIGNED
IS TO BE CAST FOR ALL PROPOSALS LISTED BELOW.
1. For [_] Against [_] Abstain [_] To ratify the selection of Deloitte &
Touche LLP as independent public accountants of the Fund for the fiscal
year ending October 31, 1996.
2. For [_] Against [_] Abstain [_] To approve or disapprove the proposed
changes in the Series' fundamental investment policies and restrictions,
as described in the proxy statement.
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.
<PAGE>
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT SECURITIES TRUST
LORD ABBETT GROWTH &
INCOME TRUST
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 autho rized officers should
sign for corporations.
Date:......................
Signature(s) of Shareholder(s) as shown at left
...........................
...........................
(Please read other side)
2
