Draft--February 25, 1996
1940 Act File No. 811-7988
1933 Act File No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __
[_] Post-Effective Amendment No. __
LORD ABBETT INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
The General Motors Building, 767 Fifth Avenue
New York, New York 10153
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 800-426-1130
Kenneth B. Cutler
Vice President and Secretary
Lord Abbett Investment Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of the registration statement.
NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES ARE BEING
REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
MARCH , 1996 PURSUANT TO RULE 488.
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<PAGE>
LORD ABBETT INVESTMENT TRUST
CROSS-REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
<TABLE>
<CAPTION>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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<S> <C>
1. Beginning of Registration Statement and Outside Cover Page of Registration
Front Cover Page of Prospectus Statement; Cover Page of Proxy Statement and
Prospectus
2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus
3. Fee Table, Synopsis and Risk Factors Fee Table; Summary of Proposal
4. Information about the Transaction Summary of Proposal; Information
About the Reorganization
5. Information about the Registrant Summary of Proposal; Comparative
Information about the Acquiring Fund
and the Acquired Fund; Additional
Information; Prospectus of Lord
Abbett Investment Trust dated March
__, 1996
6. Information about the Company Being Acquired Summary of Proposal; Comparative
Information about the Acquiring Fund
and the Acquired Fund
7. Voting Information Special Meeting of Shareholders of
the Acquired Fund; Notice of Special
Meeting of Shareholders; Summary of
Proposal
8. Interest of Certain Persons and Experts Additional Information
9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be Underwriters
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
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<S> <C>
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information about the Registrant Cover Page of Proxy Statement and
Prospectus; Acquiring Fund
Statement of Additional Information
incorporated by reference.
13. Additional Information about the Company Being Cover Page of Proxy Statement and
Acquired Prospectus; Acquired Fund Statement
of Additional Information
incorporated by reference.
14. Financial Statements Pro-forma Financial Statements
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PART C
ITEM NO. PART C CAPTION
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<S> <C>
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
Signatures
</TABLE>
<PAGE>
[Letterhead of Lord Abbett Securities Trust - Lord Abbett Limited Duration
U.S. Government Securities Trust]
FROM THE CHAIRMAN OF THE BOARD
- - ------------------------------
Dear Shareholder,
Lord, Abbett & Co. is the investment manager for two funds with
substantially similar investment objectives and policies: your Fund and the
Limited Duration U.S. Government Securities Series, a series of Lord Abbett
Investment Trust (the "Acquiring Fund"). To eliminate the offering of
substantially identical funds and to take advantage of potential economies of
scale, the Board of Trustees of your Fund has recommended that your Fund combine
with the Acquiring Fund.
If approved and consummated, this proposed combination of your Fund and
the Acquiring Fund will be a tax-free reorganization for Federal income tax
purposes.
You are also being asked to ratify the selection of Deloitte & Touche LLP
as your Fund's independent accountants. A shareholder vote is required on this
matter in case the proposed combination is not consummated.
The proposal is subject to the approval of shareholders of your Fund at a
meeting to be held in New York on June 19, 1996 at 10:00 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 AND PROSPECTUS;
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 your Fund the expense of additional
solicitations.
We encourage you to review the enclosed materials. Because we believe
this combination of funds is in the best interests of shareholders, we encourage
you to vote in favor of this proposal.
Sincerely,
Ronald P. Lynch
Chairman of the Board
April 17, 1996
<PAGE>
LORD ABBETT SECURITIES TRUST -
LORD ABBETT LIMITED DURATION U.S. GOVERNMENT SECURITIES TRUST
767 Fifth Avenue
New York, New York 10153
Telephone No. (800) 426-1130
Notice of a Special Meeting of Shareholders
to be held on June 19, 1996 April 17, 1996
Notice is given hereby of a special meeting of the shareholders of Lord Abbett
Securities Trust. The meeting will be held in the offices of Lord, Abbett &
Co., on the 11th floor of The General Motors Building, 767 Fifth Avenue, New
York, New York on June 19, 1996, at 10:00 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 consider and act upon an Agreement and Plan of Reorganization
between Lord Abbett Limited Duration U.S. Government Securities Trust
(the "Acquired Fund"), a series of Lord Abbett Securities Trust, and
the Limited Duration U.S. Government Securities Series, a series of
Lord Abbett Investment Trust (the "Acquiring Fund") providing for (a)
the transfer of all of the assets of the Acquired Fund to the Acquiring
Fund in exchange for shares of a new class of the Acquiring Fund (to be
designated "Class C Shares") and the assumption by the Acquiring Fund
of all of the liabilities of the Acquired Fund, (b) the distribution of
such Class C Shares to the shareholders of the Acquired Fund and (c)
the subsequent termination of the Acquired Fund. A vote in favor of
this Item 1 will be deemed to be a vote to authorize the Acquired Fund,
as the sole shareholder of Class C Shares prior to this reorganization,
to approve a proposed distribution plan pursuant to Section 12 of the
Investment Company Act of 1940, as amended, and Rule 12b-1 thereunder
applicable to that class.
ITEM 2. To ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Lord Abbett Securities Trust for the current fiscal
year.
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 Acquired 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, there were ____ shares of the Acquired Fund
issued and outstanding.
<PAGE>
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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.
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<PAGE>
PROXY STATEMENT AND PROSPECTUS DATED MARCH , 1996
ACQUISITION OF THE ASSETS OF
Lord Abbett Limited Duration U.S. Government Securities Trust,
a series of Lord Abbett Securities Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
BY AND IN EXCHANGE FOR CLASS C SHARES OF
Limited Duration U.S. Government Securities Series, A SERIES OF
Lord Abbett Investment Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
This Proxy Statement and Prospectus relates to Class C shares (the "Class
C shares") of the Limited Duration U.S. Government Securities Series (the
"Acquiring Fund"), a series of Lord Abbett Investment Trust (the "Investment
Trust") to be issued to, and in exchange for all the assets of, Lord Abbett
Limited Duration U.S. Government Securities Trust (the "Acquired Fund" and,
together with the Acquiring Fund, the "Funds"), a series of Lord Abbett
Securities Trust (the "Securities Trust"). In exchange for such assets, the
Acquiring Fund will also assume all of the liabilities of the Acquired Fund.
Following receipt of the Acquiring Fund Class C shares, the Acquired Fund will
be terminated and the Class C shares will be distributed to the shareholders of
the Acquired Fund. The shareholders of the Acquired Fund are being asked to
vote to approve or disapprove these proposed transactions (the
"Reorganization"), which are more fully described in this Proxy Statement and
Prospectus.
The Investment Trust and the Securities Trust are open-end diversified
investment management companies that seek a high level of income from a
portfolio consisting primarily of limited duration U.S. Government securities.
Lord, Abbett & Co. ("Lord Abbett") serves as investment manager to both Funds.
The Class C shares of the Acquiring Fund will be a newly-created class of
shares that will share pro-rata with the existing class of Acquiring Fund shares
(the "Class A shares") in the portfolio, income and expenses of the Acquiring
Fund, except that each class will bear the expense of its own distribution and
shareholder servicing arrangements and certain other expenses. See "Information
About the Reorganization -- Shares of the Acquiring Fund." The distribution and
shareholder servicing arrangements for the Class C shares will be substantially
the same as the arrangements currently applicable to the Acquired Fund shares.
The trustees of the Securities Trust believe that the proposed transaction will
enable the shareholders of the Acquired Fund to benefit from economies of scale
while continuing to invest in a portfolio of securities managed by Lord Abbett
under an investment objective substantially similar to that of the Acquired
Fund. See "Information About the Reorganization -- Reasons for the
Reorganization."
<PAGE>
This Proxy Statement and Prospectus sets forth concisely the information
about the Acquiring Fund that a shareholder of the Acquired Fund should know
before voting on the Reorganization. It should be read and retained for future
reference. Attached as Exhibit A to this Proxy Statement and Prospectus is a
copy of the Agreement and Plan of Reorganization (the "Plan") for the
Reorganization. This Proxy Statement and Prospectus is accompanied by the
Prospectus of the Acquiring Fund dated March 1, 1995 (the "Acquiring Fund
Prospectus"), which Prospectus is incorporated by reference herein. Also
incorporated herein by reference are (a) the Statement of Additional Information
dated the date hereof relating to this Proxy Statement and Prospectus, including
the Statement of Additional Information of the Securities Trust dated December
27, 1994 and the Statement of Additional Information of the Acquiring Fund dated
March 1, 1995, and (b) the Prospectus of the Securities Trust dated December
27, 1994 (the "Acquired Fund Prospectus") [a pre-effective amendment is to be
filed to incorporate by reference the Prospectus and Statement of Additional
Information of the Investment Trust and the Securities Trust to be dated March
1, 1996]. Such Statements of Additional Information and the Acquired Fund
Prospectus are available, upon oral or written request, and at no charge, from
the Acquiring Fund, at its above-noted telephone number and address.
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TABLE OF CONTENTS
SPECIAL MEETING OF SHAREHOLDERS OF THE ACQUIRED FUND........................ 2
FEE TABLE................................................................... 4
ITEM 1. - APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION.............. 5
SUMMARY OF PROPOSAL..................................................... 5
INFORMATION ABOUT THE REORGANIZATION.................................... 7
COMPARATIVE INFORMATION ABOUT THE
ACQUIRING FUND AND THE ACQUIRED FUND................................. 11
ITEM 2. - RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS.......................................... 13
ADDITIONAL INFORMATION.................................................. 13
Exhibit A - Agreement and Plan of Reorganization
Exhibit B - Comparison of Current and Proposed Investment Policies and
Restrictions
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS OF THE ACQUIRED FUND
This Prospectus and Proxy Statement is furnished in connection with the
solicitation of proxies by and on behalf of the Board of Trustees of the
Securities Trust on behalf of the Acquired Fund to be used at a Special Meeting
of Shareholders of the Securities Trust to be held at 10:00 a.m. on June 19,
1996, at the offices of 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 Prospectus and Proxy Statement and the enclosed proxy card are
first being mailed to shareholders of the Acquired Fund 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 Acquired Fund. Only shareholders of
record as of the close of business on the Record Date will be entitled to notice
of, and to vote at, the meeting or any adjournment thereof. Shareholders of the
Acquired Fund are entitled to one vote for each share. 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 Acquired
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.
Approval of the Plan and the Reorganization will require the affirmative
vote of a majority of the shares of the Acquired Fund voted on the matter. One-
third of the aggregate number of shares of the Acquired Fund shall be necessary
to constitute a quorum for approval of the Plan and the Reorganization. Shares
with respect to which there is an abstention or broker non-vote shall be counted
for quorum purposes and shall not be treated as "voted" for purposes of
determining whether the proposal has passed. 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. A proxy may be revoked by the signer at any
time at or before the meeting by written notice to the Acquired Fund, by
execution of a later-dated proxy or by voting in person at the meeting. Unless
revoked, all valid proxies will be voted in accordance with the specifications
thereon or, in the absence of such specifications, FOR approval of the Plan and
the Reorganization, FOR ratification of the selection of Deloitte & Touche as
the Acquired Fund's independent auditors and on any other matters as deemed
appropriate.
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 Acquired Fund may also request brokerage houses,
custodians, nominees, and fiduciaries who are shareholders of record to forward
proxy material to the 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 ______________.
In the event that sufficient votes to approve the Plan are not received by
the meeting date, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast and the
2
<PAGE>
nature of any further solicitation and any information to be provided to
shareholders with respect to such a solicitation. Any such adjournment will
require an affirmative vote of a majority of the shares present in person or by
proxy and entitled to vote at the meeting. The persons named as proxies will
vote upon such adjournment after consideration of the best interests of all
shareholders.
If the Plan is not approved by the shareholders of the Acquired Fund, or
if the Reorganization is not consummated for any other reason, the Acquired Fund
will continue to engage in business as a series of the Securities Trust.
3
<PAGE>
FEE TABLE
Set forth below is a summary comparison of the expenses of (a) the shares
of the Acquiring Fund (currently, the only class of Acquiring Fund shares, to be
designated "Class A"), (b) the shares of the Acquired Fund and (c) on a pro-
forma basis after giving effect to the Reorganization, the Class C shares of the
Acquiring Fund (to be issued in the Reorganization in exchange for the shares of
the Acquired Fund). The annual operating expenses shown in the summary
comparison for the Acquiring Fund shares and the Acquired Fund shares are the
actual expenses for the fiscal years ending October 31, 1995 and October 31,
1995, respectively, and those shown on a pro-forma basis for the Class C shares
of the Acquiring Fund are the estimated expenses of such shares for the
subsequent year had the Reorganization occurred on November 1, 1994. 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>
- - ------------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES ACQUIRING FUND SHARES ACQUIRING FUND
(AS A PERCENTAGE OF OFFERING PRICE) (TO BE DESIGNATED CLASS C SHARES
CLASS A) ACQUIRED FUND SHARES (PRO-FORMA)
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<S> <C> <C> <C>
Maximum Sales Load on Purchases/(1)/....... 3.75%/(2)/ None/(3)/ None/(3)/
- - ------------------------------------------------------------------------------------------------------------------------------------
Deferred Sales Load/(1)/ ................. None/(2)/ 1.00%/(4)/ 1.00%/(4)/
- - ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- - ------------------------------------------------------------------------------------------------------------------------------------
Management Fee............................. 0.19%/(7)/ 0.50%/(6)/ 0.50%/(5)/
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Rule 12b-1 Fees............................ 0.00%/(2)/ 0.85%/(3)/ 0.85%/(3)(5)/
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Other Expenses............................. 1.21% 0.47% 0.40%/(5)/
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TOTAL OPERATING EXPENSES.................... 1.40% 1.82% 1.75%/(5)/
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</TABLE>
Example: Assume each Fund's annual return is 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
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<S> <C> <C> <C> <C>
ACQUIRING FUND CLASS A SHARES/(6)/ $44 $73 $104 $193
ACQUIRED FUND SHARES/(6)/ $18 $57 $99 $214
ACQUIRING FUND CLASS C SHARES $18 $55 $95 $206
(PRO-FORMA)/(6)/
</TABLE>
/(1)/ Sales "load" is referred to as sales "charge" and "deferred sales load" is
referred to as "contingent deferred reimbursement charge" throughout this
Proxy Statement and Prospectus.
/(2)/ See "Purchases" in the Acquiring Fund Prospectus accompanying this Proxy
Statement and Prospectus for descriptions of the front-end sales charges,
the 1% contingent deferred reimbursement charges payable on sales and
certain redemptions of these shares and the Rule 12b-1 plan applicable to
the shares of the Acquiring Fund.
/(3)/ Although the Acquired Fund does not, and the Acquiring Fund will not with
respect to the Class C shares, charge a front-end sales charge, investors
should be aware that long-term shareholders may pay, under the Rule 12b-1
plan of the Acquired Fund and under the Rule 12b-1 plan to be applicable
to the Class C shares of the Acquiring Fund (which pays and will pay
annual 0.25% service and 0.75% distribution fees), more than the economic
equivalent of the maximum front-end sales charge as permitted by certain
rules of the New York Association of Securities Dealers, Inc.
/(4)/ Redemptions of the Acquired Fund shares are, and redemptions of the Class
C shares will be, subject to a 1% contingent deferred reimbursement charge
if the redemption occurs before the first anniversary of the share
purchase. For this purpose, Class C shares received in the Reorganization
will be deemed to have been purchased on the date the holders purchased or
were deemed to purchase the shares of the Acquired Fund exchanged for such
Class C shares. See "12b-1 Plans" under "Information About
Reorganization."
/(5)/ The expenses of the Acquiring Fund Class C Shares are estimated.
/(6)/ Based on total operating expenses or estimated operating expenses shown in
the table above.
/(7)/ Lord Abbett waived part of its management fee with respect to the
Acquiring Fund during the past year (and continues to do so). The
management fee would have been 0.5% absent such waiver.
The foregoing is provided to assist shareholders of the Acquired Fund in
understanding the various expenses the holders of the shares of the Acquiring
Fund and the holders of shares of the Acquired Fund have incurred and that
holders of the shares of the Acquired Fund might incur as holders of the Class C
shares following the Reorganization.
- - --------------------------------------------------------------------------------
4
<PAGE>
ITEM 1. - APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY OF PROPOSAL
The following is a summary of certain information contained elsewhere or
incorporated by reference in this Proxy Statement and Prospectus and is
qualified in its entirety by reference to such information.
OVERVIEW OF PROPOSED REORGANIZATION. The Plan provides for the transfer to the
Acquiring Fund of all of the assets of the Acquired Fund in exchange for Class C
shares and the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund. The Class C shares will then be distributed to the Acquired Fund
shareholders and the Acquired Fund will be terminated. As a result of the Reor-
ganization, each shareholder of the Acquired Fund will become the owner of that
number of full and fractional Class C shares having an aggregate net asset value
equal to the aggregate net asset value of their shares of the Acquired Fund, as
of the close of business on the date the Acquired Fund assets are transferred to
the Acquiring Fund. Consummation of the Reorganization is subject to the
approval of the Acquired Fund's shareholders and other conditions, including
Acquiring Fund shareholder approval of an amendment to the Investment Trust's
Declaration and Agreement of Trust authorizing the creation of the Class C
shares.
To avoid a need to call an Acquiring Fund shareholders' meeting after the
Reorganization, shareholders of the Acquired Fund are being asked to authorize
the Acquired Fund, as the sole Class C shareholder of the Acquiring Fund before
the Reorganization, to approve the proposed distribution plan for the Class C
shares. A vote in favor of the Reorganization will be deemed also to be a vote
to authorize the Acquired Fund to take such action.
The trustees of the Securities Trust believe that the proposed
Reorganization will enable the shareholders of the Acquired Fund to benefit from
economies of scale while continuing to invest in a portfolio of securities
managed by Lord Abbett under the same investment objective as that of the
Acquired Fund. See "Information About the Reorganization -- Reasons for
Reorganization" for additional information about the reasons for the
Reorganization.
BUSINESSES OF THE ACQUIRED AND ACQUIRING FUNDS. The Acquired Fund is a
diversified series of the Securities Trust, an open-end management investment
company organized as a Delaware business trust under an Agreement and
Declaration of Trust dated February 26, 1993. The Securities Trust offers ten
series, one of which is the Acquired Fund, each consisting of one class of
shares. The Acquired Fund commenced investment operations on January 3, 1994.
As of December 31, 1995, the Acquired Fund's net assets were approximately $12
million.
The Acquiring Fund is a diversified series of the Investment Trust, an
open-end management investment company organized under Delaware law on August
16, 1993. To date, the Acquiring Fund offers three series, one of which is the
Acquiring Fund, each consisting of one class of shares. As of December 31,
1995, the Acquiring Fund's net assets were approximately $6 million.
5
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
The Acquired Fund and Acquiring Fund have identical investment objectives: to
seek current income and capital growth. The two Funds also have generally
similar investment policies and restrictions. The Acquiring Fund is seeking to
revise and reclassify certain of its investment policies and restrictions in
order to provide greater flexibility in managing the investment portfolio of the
Acquiring Fund. Most importantly, a number of the investment policies and
restrictions that are classified as fundamental for the Acquired Fund are to be
re-classified as non-fundamental for the Acquiring Fund. See "Comparative
Information About the Acquiring Fund and the Acquired Fund -- Investment
Objectives, Policies and Restrictions."
The portfolio of the Acquired Fund is expected to be suitable for the
Acquiring Fund, and so no significant realignment of that portfolio is expected
in connection with the Reorganization.
PURCHASES AND EXCHANGES. Shares of the Acquired Fund are, and Class C shares
will be, available through certain authorized dealers at the public offering
price, which is the net asset value per share. See "Information About the
Reorganization -- Shares of the Acquiring Fund." Shareholders of the Acquired
Fund may now exchange their shares for shares of the other nine series of the
Securities Trust and for the shares of Lord Abbett U.S. Government Securities
Money Market Fund, Inc. It is expected that holders of Class C shares will be
able to exchange their shares for Class C shares of up to 13 other funds and
series managed by Lord Abbett. Each exchange represents a sale of shares for
which a shareholder may have to recognize a gain or loss under Federal income
tax provisions.
RULE 12B-1 PLAN. The Acquired Fund has adopted a plan pursuant to Section 12(b)
of the Investment Company Act of 1940 (the "1940 Act") and Rule 12b-1 thereunder
(a "Rule 12b-1 Plan"), under which it pays service and distribution fees at the
time shares are sold not to exceed 1% of the net asset value of such shares and
at each quarter-end after the first anniversary of the sale of shares at an
annual rate not to exceed 1% of the net asset value of such shares then
outstanding. As part of the Reorganization, the Acquiring Fund will adopt a
Rule 12b-1 Plan applicable to the Class C shares that will be substantially the
same as the Acquired Fund's Rule 12b-1 Plan. See "Information About the
Reorganization -- Rule 12b-1 Plan".
DIVIDEND POLICIES AND OPTIONS. The Acquired Fund distributes net investment
income monthly as a dividend. It also may pay supplemental dividends and
capital gains distributions in December or January and, in the case of the
Acquiring Fund, capital gains may be distributed in November. The Acquiring
Fund has a similar dividend and distribution policy. The shareholders of each
Fund may reinvest such dividends and distributions in additional shares at net
asset value or take such amounts in cash.
REDEMPTION PROCEDURES. The redemption procedures of the Acquired Fund and the
Acquiring Fund are substantially the same. See the Acquiring Fund Prospectus
under "Redemptions."
TAX CONSIDERATIONS. The consummation of the Reorganization is subject to
receipt of an opinion of counsel, substantially to the effect that, among other
things, the Reorganization will not cause a gain or loss to be recognized by the
Acquired Fund or its shareholders for federal income tax purposes. See
"Information about the Reorganization--Federal Income Tax Considerations."
6
<PAGE>
RISK FACTORS. Because of the similarities in the investment objectives of the
Funds, Lord Abbett believes that the relative risks involved in investing in the
Funds can be considered similar. However, the investment policies and
restrictions of the Acquiring Fund have been made less restrictive compared to
those of the Acquired Fund in order to provide greater flexibility in the future
management of the investment portfolio of the Acquiring Fund. If the Acquiring
Fund were to take to any significant extent the actions permitted by these less
restrictive policies and restrictions, a result not now anticipated, the risks
of investing in the Acquiring Fund could be greater than those involved in
investing in the Acquired Fund. See "Comparative Information About the
Acquiring Fund and the Acquired Fund -- Investment Objectives, Policies and
Restrictions" below.
INFORMATION ABOUT THE REORGANIZATION
THE PLAN. On July 12, 1996, assuming the conditions referred to below are
satisfied, the Acquired Fund will transfer all its assets to the Acquiring Fund
(the date of such transfer is referred to herein as the "Closing Date") in
exchange for (i) Class C shares of the Acquiring Fund having an aggregate net
asset value equal to the aggregate value of the assets, less liabilities, of the
Acquired Fund and (ii) the assumption by the Acquiring Fund of all the
liabilities of the Acquired Fund. The Acquired Fund will distribute as of the
Closing Date such Class C shares pro-rata to its shareholders of record,
determined as of the close of business on the Closing Date, in exchange for
their shares of the Acquired Fund. The net asset value of Class C shares and
the value of the Acquired Fund's assets and the amount of its liabilities will
be determined as of the Closing Date in accordance with the valuation procedures
set forth in the Investment Trust's Declaration and Agreement of Trust (see
"Purchases" in the Acquiring Fund Prospectus). The valuation procedures used by
the Acquiring Fund are the same as those used by the Acquired Fund.
The obligations of the Acquiring Fund and the Acquired Fund to consummate
the Reor ganization are subject to the satisfaction of certain conditions
precedent, including (a) approval and authorization of the Reorganization by the
vote of a majority of the shares of the Acquired Fund voted on the matter if a
quorum is present, (b) receipt of a favorable ruling from the Internal Revenue
Service to the effect that the issuance of various classes of shares by the
Acquiring Fund will not result in dividends or distributions of the Acquiring
Fund constituting "preferential dividends" under the Internal Revenue Code of
1986, as amended (the "Code"), (c) a favorable opinion of legal counsel as to
the federal income tax consequences of the proposed transaction as described
below under "Federal Income Tax Considerations", and (d) approval by the
shareholders of the Acquiring Fund of an amendment to its Declaration and
Agreement of Trust authorizing the creation of additional classes of shares.
The foregoing summary of the Plan does not purport to be complete, and is
subject in all respects to the provisions of, and is qualified in its entirety
by reference to, the Plan, a copy of which is attached as Exhibit A.
REASONS FOR THE REORGANIZATION. The Board of Trustees of the Securities Trust
and the Board of Trustees of the Investment Trust, including in each case a
majority who are not "interested persons" (as defined in the 1940 Act) of either
Fund or of Lord Abbett, approved the Plan and the Reorganization on
7
<PAGE>
March 14, 1996, and in this connection determined that participation in the
proposed Reorganization is in the best interests of the shareholders of each of
the Funds and that the interests of existing shareholders of the Funds will not
be diluted as a result of the Reorganization. In doing so, the boards of the
two Funds considered several factors, including that (a) the shareholders of the
Acquired Fund are expected to benefit from economies of scale as shareholders of
the larger Acquiring Fund, while continuing to invest in a portfolio of
securities managed by Lord Abbett under a substantially similar investment
objective, and (b) implementation of a multi-class fund structure for the
Acquiring Fund is expected to (i) enable investors in the Acquiring Fund to
choose the distribution option that best suits their individual situations, (ii)
facilitate distribution of the Acquiring Fund's shares, and (iii) maintain the
competitive position of the Acquiring Fund in relation to other funds that have
implemented or are seeking to implement similar distribution arrangements.
The trustees of the Securities Trust and the trustees of the Investment
Trust are the same individuals.
SHARES OF THE ACQUIRING FUND. On or before the Closing Date, the Acquiring Fund
will have two classes of shares, Class A shares (the existing class of the
Acquiring Fund) and Class C shares (to be received by the shareholders of the
Acquired Fund in the Reorganization). Each share of the Acquiring Fund,
regardless of class, will share pro-rata (based on net asset value) in the
portfolio and income of the Acquiring Fund and in the Acquiring Fund's expenses,
except for differences in expenses resulting from different Rule 12b-1 Plans for
the classes and certain other class specific expenses. See "Rule 12b-1 Plans"
below. After the Reorganization, Class C shares will be offered at net asset
value without an initial sales charge but if redeemed for cash before the first
anniversary of purchase, will be subject to a contingent deferred reimbursement
charge (a "CDRC") equal to 1% of the lower of their cost or then net asset
value. Holding periods for shares purchased prior to the Reorganization will
carry over for the purpose of determining the applicability of the CDRC.
After the Closing Date, the Acquiring Fund may create and issue one or
more classes of shares in addition to the Class A and C shares.
Shares of all classes of the Acquiring Fund will vote together on all
matters affecting the Acquiring Fund, except for matters, such as approval of a
Rule 12b-1 Plan, affecting only a particular class or classes. All shares
voting on a matter will have identical voting rights. All issued shares of the
Acquiring Fund are fully paid and non-assessable, and shareholders have no
preemptive 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
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.
RULE 12B-1 PLANS. The Acquiring Fund is adopting a Rule 12b-1 Plan for the
Class C shares (the "Class C 12b-1 Plan") substantially the same as the plan
currently in effect for the Acquired Fund. The Acquired Fund's plan provides
for payments to dealers through Lord Abbett of 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 the shares sold 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
8
<PAGE>
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.
See the Acquired Fund Prospectus under "Purchases" for additional information
concerning the Rule 12b-1 Plan of the Acquired Fund.
There are two substantive changes in the Class C 12b-1 Plan: First,
-----
payments under the plan may be made to all institutions and persons permitted by
applicable law and/or rules to receive such payments ("Authorized
Institutions"), rather than just to dealers, as is the case under the Acquired
Fund's Rule 12b-1 Plan; and Second, the other party to the Class C 12b-1 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 itself. Lord Abbett Distributor will take on all the underwriting
functions currently performed directly by Lord Abbett.
The Acquiring Fund will pay smaller Rule 12b-1 distribution and service
fees in connection with the Class A shares. However, the Acquiring Fund will
sell those shares subject to an initial sales charge (see the Acquiring Fund
Prospectus under "Purchases"). The Acquired Fund does not impose, and the
Acquiring Fund will not impose with respect to the Class C shares, an initial
sales charge.
The Class C 12b-1 Plan was approved on March 14, 1996, by the trustees of
the Investment Trust, including a majority of the trustees who are not
"interested persons" of the Investment Trust or the Acquiring Fund within the
meaning of the 1940 Act and who will have no direct or indirect financial
interest in the operations of such plan or in any agreements related thereto.
Prior to the Reorganization, the Acquired Fund will purchase one Class C share,
and as sole shareholder, will approve the Class C 12b-1 Plan prior to that class
being issued to the Acquired Fund in the Reorganization. A vote in favor of the
Reorganization will be deemed also to be a vote to authorize the Acquired Fund
to take such action.
FEDERAL INCOME TAX CONSIDERATIONS. The consummation of the Reorganization is
conditioned upon the receipt of an opinion of Debevoise & Plimpton, legal
counsel to the Acquiring Fund and the Acquired Fund, substantially to the effect
that, for Federal income tax purposes:
(a) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for
Class C shares and the assumption by the Acquiring Fund of the liabilities of
the Acquired Fund or upon the distribution of the Class C shares to the
Acquired Fund's shareholders;
(b) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for Class C shares and
the assumption by the Acquiring Fund of the liabilities of the Acquired Fund;
(c) no gain or loss will be recognized by shareholders of the Acquired
Fund upon the exchange of their Acquired Fund shares for Class C shares;
9
<PAGE>
(d) the aggregate tax basis of the Class C shares received by any Acquired
Fund shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the Reorganization, and the holding period for the Class
C shares to be received by any Acquired Fund shareholder will include the
period during which the Acquired Fund shares exchanged therefor were held by
such shareholder (provided that the Acquired Fund shares were held as capital
assets on the date of the Reorganization); and
(e) the tax basis of the Acquired Fund's assets acquired by the Acquiring
Fund will be the same as the tax basis of such assets to the Acquired Fund
immediately prior to the Reorganization, and the holding period of the assets
of the Acquired Fund in the hands of the Acquiring Fund will include the
period during which those assets were held by the Acquired Fund.
The Funds have not sought a tax ruling from the Internal Revenue Service
with respect to the tax consequences of the Reorganization, but will act in
reliance upon the opinion of counsel. Such opinion is not binding on the
Internal Revenue Service. Since the foregoing discussion relates only to the
general Federal income tax consequences of the Reorganization, shareholders
should also consult their tax advisors as to any state or local tax consequences
of the Reorganization to them and any special circumstances that may apply in
their individual circumstances.
EXPENSES OF THE REORGANIZATION. Expenses of the Reorganization, including legal
and accounting expense, the costs of proxy solicitation and the preparation of
this Prospectus and Proxy Statement, will be borne by __________. If the
Reorganization is consummated, the expenses of the Acquired Fund, to the extent
not paid prior to the Closing Date, will be assumed by the Acquiring Fund and
taken into account in determining the net assets of the Acquired Fund for the
purpose of calculating the number of Class C shares to be issued to the Acquired
Fund.
CAPITALIZATION. The following table sets forth the capitalization of the
Acquiring Fund and the Acquired Fund as of December 31, 1995, and the pro-forma
capitalization of the Acquiring Fund as if the Reorganization had occurred on
that date:
<TABLE>
<CAPTION>
CLASS A CLASS C
ACQUIRING ACQUIRING
FUND FUND
ACQUIRING FUND ACQUIRED FUND (PRO-FORMA - (PRO-FORMA -
(UNAUDITED) (UNAUDITED) UNAUDITED) UNAUDITED)
--------------- -------------- ------------- -------------
- - -----------------------------------------------------------------------------------------
(In thousands, except per share values)
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Assets $6,126 $11,727 $6,126 $11,727
- - -----------------------------------------------------------------------------------------
Net Asset Value per Share $ 4.57 $ 4.78 $ 4.57 $ 4.57
- - -----------------------------------------------------------------------------------------
Shares Outstanding: 1,340 2,455 1,340 2,566
- - -----------------------------------------------------------------------------------------
</TABLE>
The foregoing table reflects a pro-forma exchange ratio of approximately
1.6 Class C shares for each Acquired Fund share. If the Reorganization is
consummated, the actual exchange ratio may vary from this ratio due to changes
in the market value of the portfolio securities of both the Acquiring Fund
10
<PAGE>
and the Acquired Fund between December 31, 1995 and the Closing Date, and
changes in the amounts of undistributed net investment income and accrued
liabilities of the Acquiring Fund and the Acquired Fund during that period.
COMPARATIVE INFORMATION ABOUT THE
ACQUIRING FUND AND THE ACQUIRED FUND
FEES AND EXPENSES. Both the Acquiring Fund and the Acquired Fund employ Lord
Abbett as their investment manager. Under the management agreement between the
Investment Trust and Lord Abbett, the Investment Trust, on behalf of the
Acquiring Fund, is obligated to pay a monthly fee, based on average daily net
assets for each month, at the annual rate of 0.5 of 1% of the portion of net
assets not in excess of $3 billion, plus 0.45 of 1% of such assets over $3
billion. For the fiscal year ended October 31, 1995, the Acquiring Fund paid
Lord Abbett an effective management fee at an annual rate of 0.18 of 1% of
average daily net assets. This fee rate reflects a partial waiver of management
fee. This management agreement will continue in effect following the
Reorganization.
Under the management agreement between the Securities Trust and Lord
Abbett, the Securities Trust, on behalf of the Acquired Fund, is obligated to
pay a monthly fee at the annual rate of 0.5 of 1% of average daily net assets.
For the fiscal year ended October 31, 1995, the Acquired Fund paid Lord Abbett a
management fee at an annual rate of 0.5 of 1% of average daily net assets.
Once the Reorganization is completed, the ratio of expenses to average net
assets for former shareholders of the Acquired Fund is expected to decline as a
result of the combination of the two funds. As shown above under "Fee Table,"
the pro-forma expense ratio for the Class C shares for the year ended October
31, 1995, calculated as if the Reorganization had occurred at the beginning of
such year, was 1.75%, compared to an expense ratio of 1.82% for the Acquired
Fund for such year.
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Acquired Fund and
Acquiring Fund have identical investment objectives: to seek a high level of
income from a portfolio consisting primarily of limited duration U.S. Government
securities.
The Acquired Fund and the Acquiring Fund have substantially the same
investment policies and restrictions. However, the Acquiring Fund is seeking
approval of its shareholders to simplify and make less restrictive its
investment policies and restrictions in order to provide greater flexibility in
managing its investment portfolio. A number of the investment policies and
restrictions that are classified as fundamental for the Acquired Fund are to be
re-classified as non-fundamental for the Acquiring Fund. In other instances,
certain fundamental restrictions of the Acquired Fund are to be modified or
eliminated in the case of the Acquiring Fund. Fundamental investment
restrictions may not be changed without approval of the shareholders of a fund
and the costs of shareholder meetings for these purposes generally are borne by
the fund and its shareholders. The board may amend a non-fundamental
restriction as it deems appropriate and in the best interest of the fund and its
shareholders, without incurring the costs of seeking a shareholder vote. The
fundamental restrictions of the Acquiring Fund would permit the following
actions, among others, that are not permitted by the fundamental restrictions of
the Acquired Fund: (i) short sales of securities and purchases of securities on
margin to the extent permitted by
11
<PAGE>
applicable law; (ii) borrowings from banks in amounts up to one-third of total
assets and such short-term credits as may be necessary for the clearance of
purchases and sales of portfolio securities; (iii) purchases and sales of
commodities and commodity contracts in accordance with applicable law so long as
registration would not be required as a commodity pool operator under the
Commodity Exchange Act; (iv) pledges to secure borrowings or in connection with
hedging transactions and other investment strategies; and (v) investments in the
securities of other investment companies. Currently, the Acquiring Fund does
not intend to take all such action, but the Board of Trustees of the Investment
Trust believes it would be desirable for the Acquiring Fund to have the ability
to do so in the future without further shareholder approval if such action was
deemed desirable as an appropriate means of seeking the Acquiring Fund's
investment objective.
A summary comparison of the current investment policies and restrictions
of the Acquired Fund and the Acquiring Fund and of the investment policies of
the Acquiring Fund as proposed to be amended is set forth in Exhibit B to this
Proxy Statement and Prospectus.
For a full discussion and statement of the Acquiring Fund's investment
objectives, policies and restrictions, see "Investment Objective" and "How We
Invest" in the Acquiring Fund Prospectus and "Investment Objective and
Policies" in the Acquiring Fund Statement of Additional Information. For a full
discussion and statement of the Acquired Fund investment objectives, policies
and restrictions, see "Investment Objective" and "How We Invest" in the Acquired
Fund Prospectus and "Investment Objective and Policies" in the Acquired Fund
Statement of Additional Information. The summary comparison set forth in
Exhibit B does not purport to be complete, and is subject in all respects to,
and is qualified in its entirety by reference to, such statements of such
policies and restrictions.
SHAREHOLDERS' RIGHTS. The rights of the Acquired Fund shareholders will not
change in an adverse way as a result of the Reorganization. After the
Reorganization, the rights of the former shareholders of the Acquired Fund
(Class C shareholders of the Acquiring Fund) will be governed by the Investment
Trust's Declaration and Agreement of Trust, By-Laws and applicable Delaware law
rather than by the Securities Trust's Declaration and Agreement of Trust and By-
Laws and applicable Delaware law. The operations of the Acquiring Fund will
continue to be subject to the provisions of the 1940 Act and the rules and
regulations of the Commission thereunder.
The current Board of Trustees of the Investment Trust is comprised of the
same individuals as the current Board of Trustees of the Securities Trust. The
responsibilities, powers and fiduciary duties of the trustees of the Investment
Trust are substantially the same as those of the trustees of the Securities
Trust. The Trusts' Declarations and Agreements of Trust provide for
indemnification of the trustees against certain liabilities and expenses, except
with respect to (i) any matter as to which any trustee has been adjudicated to
have not acted in good faith in the reasonable belief that his or her action was
in the best interest of the Acquired Fund, or (ii) any liability by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
duties. Trust shareholders may remove a trustee by a vote of two thirds of the
eligible shares. Income Trust shareholders may remove a director by the vote of
a majority of eligible shares.
12
<PAGE>
Neither the Acquired Fund nor the Acquiring Fund regularly holds
shareholder meetings. The By-laws of both Funds provide that a meeting of
shareholders will be held upon the written request of holders of at least 25% of
votes entitled to be cast.
The foregoing is only a summary of certain rights of the shareholders of
the Acquired Fund and of the rights these shareholders will have following the
Reorganization as holders of Class C shares of the Acquiring Fund. It is not a
complete description of the Declaration of Trust of the Securities Trust, the
Declaration and Agreement of Trust of the Investment Trust, the By-Laws of
either Fund or the applicable Delaware law. Shareholders desiring additional
information about those documents and provisions of law should refer to such
Declaration of Trust, Declaration and Agreement of Trust, By-Laws and
provisions.
The Board of Trustees of the Securities Trust recommends that shareholders
vote FOR the approval of the proposed Agreement and Plan of Reorganization and
the Reorganization.
ITEM 2. - RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees of the Securities Trust has selected Deloitte &
Touche LLP as the in dependent public accountants for the Securities Trust 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 (or a predecessor
firm) acted as the Acquired Fund's independent auditors for the year ended
October 31, 1995, and for a number of years prior thereto. Based on information
in the possession of the Securities Trust, and information furnished by Deloitte
& Touche LLP, the firm has no direct financial interest and no material indirect
financial interest in the Securities Trust. A representative of Deloitte &
Touche LLP is expected to attend the annual meeting and will be provided with an
opportunity to make a statement and answer appropriate questions.
The Board of Trustees of the Securities Trust recommends that shareholders
vote to ratify the selection of Deloitte & Touche LLP as the Securities Trust's
independent public accountants for the fiscal year ending October 31, 1996.
ADDITIONAL INFORMATION
To the knowledge of the Acquiring Fund and the Securities Trust, as of
March 22, 1996, no person owned of record or beneficially 5% or more of the
outstanding shares of the Investment Trust, the Acquiring Fund, the Acquired
Fund or the Securities Trust. As of December 31, 1995, the trustees and
officers of the Investment Trust, as a group, and the trustees and officers of
the Securities Trust, as a group, owned less than 1% of the outstanding shares
of each of the Acquiring Fund, the Acquired Fund and the Securities Trust.
13
<PAGE>
The Investment Trust and the Securities Trust (of which the Acquired Fund
is a series) are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission. Such
reports, proxy statements and other information filed by such entities can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C., and at the Northeast
Regional Office in New York, 7 World Trade Center, 13th Floor, New York, New
York. Copies of such material can also be obtained by mail from the Public
Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates.
14
<PAGE>
Exhibit A
---------
Draft-February 25, 1996
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this day of , 1996, by and between the Lord Abbett Investment Trust
(the "Investment Trust"), a Delaware business trust, on behalf of its series the
Limited Duration U.S. Government Securities Series (the "Acquiring Fund") and
Lord Abbett Securities Trust (the "Securities Trust"), a Delaware business
trust, on behalf of its series Lord Abbett Limited Duration U.S. Government
Securities Trust (the "Acquired Fund").
WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the
United States Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, the reorganization (the "Reorganization") will consist of the
transfer of all of the assets of the Acquired Fund in exchange for Class C
shares of capital stock of the Acquiring Fund (the "Acquiring Fund Class C
Shares" and each an "Acquiring Fund Class C Share") and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund and the
distribution, after the Closing Date herein referred to, of Acquiring Fund Class
C Shares to the shareholders of the Acquired Fund in termination of the Acquired
Fund, all upon the terms and conditions hereinafter set forth in this Agreement;
WHEREAS, the Securities Trust and the Investment Trust are open-end,
registered investment companies of the management type;
WHEREAS, the Acquiring Fund is a series of the Investment Trust;
WHEREAS, the Acquired Fund is a series of the Securities Trust and the
Acquired Fund owns securities that generally are of the character in which the
Acquiring Fund is permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue and currently has
outstanding a single class of shares (the "Acquiring Fund Class A Shares"), and
prior to the consummation of the Reorganization, will seek to amend its
Declaration and Agreement of Trust to provide for the authorization and issuance
of shares of additional classes of shares, including Acquiring Fund Class C
Shares, which will share pro rata with each other class in the portfolio, income
and expenses of the Acquiring Fund, except that each class will bear the expense
of its own distribution and shareholder servicing arrangements and certain other
expenses;
<PAGE>
WHEREAS, after the multiple class share structure is authorized by the
Acquiring Fund but before the Acquiring Fund Class C Shares are issued to the
Acquired Fund pursuant to the Reorganization, the Acquired Fund is to purchase
one Acquiring Fund Class C share and as sole shareholder approve a plan pursuant
to Section 12(b) of the Investment Company Act of 1940 (the "1940 Act") and Rule
12b-1 thereunder (a "Rule 12b-1 Plan") applicable to the Acquiring Fund Class C
Shares;
WHEREAS, the Board of Trustees, including a majority of the trustees who
are not "interested persons" (as defined under the 1940 Act ), of the Securities
Trust has determined that the Reorganization is in the best interests of the
Acquired Fund's shareholders and that the interests of the existing shareholders
of the Acquired Fund will not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the trustees who
are not "interested persons" (as defined under the 1940 Act) of the Investment
Trust, has determined that the Reorganization is in the best interests of the
Acquiring Fund's shareholders and that the interests of the existing
shareholders of the Acquiring Fund will not be diluted as a result of this
transaction;
NOW THEREFORE, in consideration of the premises and of the agreements
hereinafter set forth, the parties hereto agree as follows:
1. REORGANIZATION.
1.1. Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Securities Trust
will transfer assets of the Acquired Fund as set forth in paragraph 1.2 to the
Acquiring Fund, and the Acquiring Fund will in exchange therefor, (i) deliver to
-
the Acquired Fund the number of Acquiring Fund Class C Shares, including
fractional Acquiring Fund Class C Shares, determined by dividing the net value
of the Acquired Fund's assets so transferred computed in the manner and as of
the time and date set forth in paragraph 2.1, by the net asset value of one
Acquiring Fund Class A Share, computed in the manner and as of the time and date
set forth in paragraph 2.2; and (ii) to assume all of the liabilities of the
Acquired Fund. Such transactions shall take place at the closing provided for
in paragraph 3.1 (the "Closing").
1.2. (a) The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all of its property, including, without limitation, all
cash, securities and dividends or interest receivables and any deferred or
prepaid expenses shown as an asset on the books of the Acquired Fund on the
closing date provided in paragraph 3.1 (the "Closing Date").
2
<PAGE>
(b) The Acquiring Fund has a list of all of the Acquired Fund's assets
as of the date of execution of this Agreement. The Acquired Fund has a statement
of the Acquiring Fund's investment objectives, policies and restrictions. The
Acquired Fund reserves the right to sell any of its securities but will not,
without the prior approval of the Acquiring Fund, acquire any additional
securities other than securities of the type in which the Acquiring Fund is
permitted to invest. The Acquiring Fund will, within a reasonable time prior to
the Closing Date, furnish the Acquired Fund with a list of the securities, if
any, on the Acquired Fund's list referred to in the first sentence of this
paragraph which do not conform to the Acquiring Fund's investment objectives,
policies and restrictions. In the event that the Acquired Fund holds any
investments which the Acquiring Fund may not hold, the Acquired Fund will
dispose of such securities prior to the Closing Date. In addition, if it is
determined that the portfolios of the Acquired Fund and the Acquiring Fund, when
aggregated, would contain investments exceeding certain percentage limitations
imposed upon the Acquiring Fund with respect to such investments, the Acquired
Fund, if requested by the Acquiring Fund, will dispose of and/or reinvest a
sufficient amount of such in vestments as may be necessary to avoid violating
such limitations as of the Closing Date.
1.3. As provided in paragraph 3.4, as soon after the Closing Date as is
conveniently practicable, the Acquired Fund will distribute pro rata to the
Acquired Fund's shareholders of record determined as of the close of business on
the Closing Date, the Acquiring Fund Class C Shares it receives pursuant to
paragraph 1.1. Such distribution will be accomplished by establishing Acquiring
Fund shareholder accounts in the names of each Acquired Fund shareholder,
representing the respective pro rata number of full and fractional Acquiring
Fund Class C Shares due each shareholder. All issued and outstanding shares of
the Acquired Fund will simultaneously be canceled on the books of the Acquired
Fund. The Acquiring Fund shall not issue certificates representing the
Acquiring Fund Shares in connection with such exchange.
1.4. Any transfer taxes payable upon issuance of Acquiring Fund Class C
Shares in a name other than the registered holder of the shares of the Acquired
Fund on the books of the Acquired Fund as of that time shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring Fund
Class C Shares are to be issued and transferred.
1.5. The Acquired Fund shall, following the Closing Date and the making of
all distributions pursuant to paragraph 1.3, be terminated by a majority of the
Securities Trust's Trustees' executing an instrument pursuant to Section 5.4 of
the Declaration and Agreement of Trust of the Securities Trust abolishing the
Acquired Fund. Any reporting responsibility of the Securities Trust with
respect to the
3
<PAGE>
Acquired Fund is and shall remain the responsibility of the Securities Trust up
to and including the Closing Date and following the termination of the Acquired
Fund.
2. VALUATION
2.1. The net value of the Acquired Fund's assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets, less the Acquired
Fund's liabilities assumed by the Acquiring Fund, computed as of the close of
regular trading on New York Stock Exchange, Inc. (the "NYSE") on the Closing
Date (such time and date being hereinafter called the "Valuation Date"), using
the valuation procedures set forth in the Investment Trust's Declaration and
Agreement of Trust.
2.2. The net asset value of one Acquiring Fund Class A Share shall be the
net asset value per share computed as of the close of regular trading on the
NYSE on the Valuation Date, using the valuation procedures set forth in the
Investment Trust's Declaration and Agreement of Trust.
2.3. All computations of value shall be made by the Acquiring Fund and the
Acquired Fund in accordance with the regular practice of the Acquiring Fund.
3. CLOSING AND CLOSING DATE
3.1. The Closing Date shall be July 12, 1996, or such other date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of the close of business on the Closing
Date unless otherwise provided. The Closing shall be held as of 5:00 p.m. at
the offices of [specify location in New Jersey], or at such other time and/or
place as the parties may agree.
3.2. In the event that on the Valuation Date (a) the NYSE or another
primary trading market for portfolio securities of the Acquiring Fund or the
Acquired Fund shall be closed to trading or trading thereon shall be restricted
or (b) trading or the reporting of trading on the NYSE or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.
3.3. At the Closing, the Acquired Fund shall direct its custodian to
deliver to the custodian of the Acquiring Fund, for the Acquiring Fund's
account, all of its portfolio securities and other assets held by such custodian
for the Acquired
4
<PAGE>
Fund's account, duly endorsed in proper form for transfer as appropriate, in
such condition as to constitute good delivery thereof in accordance with the
custom of the Acquiring Fund's custodian, and shall be accompanied by all
necessary federal and state stock transfer stamps or a check for the appropriate
purchase price thereof.
3.4. The Acquired Fund shall direct its transfer agent to deliver to the
transfer agent of the Acquiring Fund on the Closing Date a list of the names and
addresses of the Acquired Fund's shareholders and the number of outstanding
shares owned by each such shareholder immediately prior to the Closing. The
Acquiring Fund shall direct its transfer agent to issue and deliver a
confirmation evidencing the Acquiring Fund Class C Shares to be credited to the
Acquired Fund's account on the Closing Date to the transfer agent of the
Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such
Acquiring Fund Class C Shares have been credited to the Acquired Fund's account
on the books of the Acquiring Fund. At the Closing, each party shall deliver to
the other such bills of sale, checks, assignments, share certificates, if any,
receipts, assumption agreements or other documents as such other party or its
counsel may reasonably request .
4. REPRESENTATION AND WARRANTIES
4.1. With respect to the Acquired Fund, the Securities Trust represents
and warrants to the Acquiring Fund as follows:
(a) The Securities Trust is a registered investment company classified as
a management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act is in full force and effect.
(b) The Acquired Fund is a series of the Securities Trust. The
Securities Trust is duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry out this Agreement.
(c) The current prospectus and statement of additional information of
the Securities Trust conform (and any prospectus or statement of additional
information of the Securities Trust issued prior to the Closing Date will
conform) in all material respects to the applicable requirements of the
Securities Act of 1933 Act, as amended (the "1933 Act"), and the 1940 Act
and the rules and regulations of the Commission thereunder and do not (and
will not) include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements
5
<PAGE>
therein, in light of the circumstances under which they were (and will be)
made, not materially misleading.
(d) The Securities Trust is not, and the execution, delivery and
performance of this Agreement will not result in, a material violation of
its Declaration and Agreement of Trust or By-laws or of any agreement,
instrument, contract or other undertaking to which the Securities Trust is
a party or by which it is bound.
(e) The Securities Trust has no material contracts or other commitments
which will be terminated with liability to the Securities Trust on, prior
to or after the Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquiring Fund, no litigation or administrative proceeding or investigation
before any court or governmental body is presently pending or to its
knowledge threatened against the Securities Trust or any of the Acquired
Fund's properties or assets, which if adversely determined would materially
and adversely affect the financial condition of the Acquired Fund or the
conduct of the Acquired Fund's business. The Securities Trust knows of no
facts which might form the basis of the institution of such a proceeding
and is not party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially and adversely
affects the business of the Acquired Fund or the ability of the Securities
Trust to consummate the transactions contemplated herein.
(g) True and correct copies of the Acquired Fund's (i) Statement of Net
-
Assets as at October 31, 1995 and (ii) Statements of Operations and Changes
--
in Net Assets for the 12-month period then ended, including the
accompanying notes, have been furnished to the Acquiring Fund. Such
Statement of Net Assets and such Statements of Operations and Changes in
Net Assets (and the accompanying notes) have been audited by Deloitte &
Touche LLP, independent certified public accountants. Such statements have
been prepared in accordance with generally accepted accounting principles
consistently applied, and such statements fairly reflect the financial
condition and the operations and changes in net assets of the Acquired Fund
as of such date and for such period, respectively. There are no known
contingent liabilities of the Acquired Fund as of such date required to be
reflected or disclosed in such Statement of Net Assets or notes in
accordance with generally accepted accounting principles that are not so
reflected or disclosed.
6
<PAGE>
(h) Since October 31, 1995, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquired Fund of indebtedness maturing more than
one year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund.
(i) The Securities Trust will file the final federal and other tax
returns of the Acquired Fund for the period ending on the Closing Date in
accordance with the Code. At the Closing Date, all federal and other tax
returns and reports of the Acquired Fund required by law to have been filed
prior to the Closing Date shall have been filed, and all federal and other
taxes shown as due on such returns shall have been paid, or provision shall
have been made for the payment thereof, and to the best of the Securities
Trust's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns .
(j) For the most recent fiscal year of its operation, the Acquired Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company.
(k) All issued and outstanding shares of the Acquired Fund are, and at
the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. All of the issued and outstanding shares of the
Acquired Fund will, at the time of Closing, be held of record by the
persons and in the amounts set forth in the records of the transfer agent
as provided in paragraph 3.4. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any
shares of the Acquired Fund, nor is there outstanding any security
convertible into any shares of the Acquired Fund.
(l) At the Closing Date, the Acquired Fund will have good and marketable
title to its assets to be transferred to the Acquiring Fund pursuant to
paragraph 1.1 and full right, power and authority to sell, assign, transfer
and deliver such assets hereunder and, upon delivery and payment for such
assets, the Acquiring Fund will acquire good and marketable title thereto,
subject to no restrictions on the full transfer thereof, including such
restrictions as might arise under the 1933 Act, other than as disclosed to
the Acquiring Fund prior to the date hereof.
7
<PAGE>
(m) The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action on the part of Securities Trust's
Trustees, and subject to the due approval of the Acquired Fund's
shareholders, this Agreement, assuming due authorization, execution and
delivery by the Acquiring Fund, constitutes a valid and binding obligation
of the Securities Trust on behalf of the Acquired Fund, enforceable in
accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles. The
Securities Trust's Board of Trustees has called a meeting of the Securities
Trust's shareholders at which the shareholders of the Acquired Fund are to
consider and act upon this Agreement.
(n) The information furnished and to be furnished by the Securities
Trust on behalf of the Acquired Fund for use in registration statements,
proxy materials and other documents which may be necessary in connection
with the transactions contemplated hereby shall be accurate and complete in
all material respects and shall comply in all material respects with
federal securities and other laws and regulations thereunder applicable
thereto.
(o) The combined prospectus and proxy statement (the "N-14 prospectus
and proxy statement") and the related statement of additional information
included in the Registration Statement on Form N-14 of the Acquiring Fund
(the "N-14 Registration Statement") did not on the effective date of the N-
14 Registration Statement contain any untrue statement of a material fact
relating to the Acquired Fund or the meeting of the Securities Trust
shareholders referred to therein or omit to state a material fact required
to be stated therein or necessary to make the statements therein relating
to the Acquired Fund or such special meeting, in light of the circumstances
under which such statements were made, not materially misleading.
(p) The Acquiring Fund Class C Shares to be issued to the Acquired Fund
hereunder are not being acquired for the purpose of making any distribution
thereof other than in accordance with the terms of this Agreement.
4.2. With respect to the Acquiring Fund, the Investment Trust represents
and warrants to the Acquired Fund as follows:
(a) The Investment Trust is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect.
8
<PAGE>
(b) The Acquiring Fund is a series of the Investment Trust. The
Investment Trust is a business trust duly organized, validly existing and
in good standing under the laws of the State of Delaware and has the power
to own all of its p roperties and assets and to carry out this Agreement.
(c) The current prospectus and statement of additional information of
the Investment Trust conform (and any prospectus or statement of additional
information of the Investment Trust issued prior to the Closing Date will
conform) in all material respects to the applicable requirements of the
1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not (and will not) include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were (or will be) made, no t materially
misleading.
(d) The Investment Trust is not, and the execution, delivery and
performance of this Agreement will not result in, a material violation of
its Declaration and Agreement of Trust or By-laws or of any agreement,
instrument, contract or other undertaking to which the Investment Trust is
a party or by which it is bound.
(e) The Investment Trust has no material contracts or other commitments
which will be terminated with liability to the Investment Trust on, prior
to or after the Closing Date.
(f) Except as otherwise disclosed in writing to and accepted by the
Acquired Fund, no litigation or administrative proceeding or investigation
before any court or governmental body is presently pending or to its
knowledge threatened against the Investment Trust or any of the Acquiring
Fund's properties or assets, which, if adversely determined, would
materially and adversely affect its financial condition or the conduct of
its business. The Investment Trust knows of no facts which might form the
basis of the institution of such a proceeding and is not party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or
its ability to consummate the transactions contemplated herein.
(g) True and correct copies of the Acquiring Fund's (i) Statement of Net
-
Assets as at October 31, 1995, and (ii) Statements of Operation and
Changes in --
Net Assets for the 12-month period then ended, including the accompanying
notes, have been furnished to the Securities Trust. Such
9
<PAGE>
Statement of Net Assets and such Statements of Operations and Changes in
Net Assets (and the accompanying notes) have been audited by Deloitte &
Touche LLP, independent certified public accountants. Such statements have
been prepared in accordance with generally accepted accounting principles
consistently applied, and such statements fairly reflect the financial
condition and the operations and changes in net assets of the Acquiring
Fund as of such date and for such period, respectively. There are no known
contingent liabilities of the Acquiring Fund as of such date required to be
reflected or disclosed in such Statements of Net Assets or notes in
accordance with generally accepted accounting principles that are not so
reflected or disclosed.
(h) Since October 31, 1995, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquiring Fund of indebtedness maturing more than
one year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquired Fund.
(i) At the Closing Date, all federal and other tax returns and reports
of the Investment Trust required by law to have been filed prior to the
Closing Date shall have been filed, and all federal and other taxes shown
as due on such returns and reports shall have been paid, or provision shall
have been made for the payment thereof, and to the best of the Acquiring
Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to such returns.
(j) For the most recent fiscal year of its operation, the Acquiring Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and the Acquiring Fund intends
to do so in the future.
(k) All issued and outstanding shares of the Acquiring Fund are, and at
the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable, with no personal liability attaching to the
ownership thereof. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any shares
of the Acquiring Fund, nor is there outstanding any security convertible
into shares of the Acquiring Fund.
(l) At the Closing Date, the Acquiring Fund will have good and
marketable title to the Acquiring Fund's assets.
10
<PAGE>
(m) The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action on the part of the Investment
Trust's Board of Trustees, and assuming due authorization, execution and
delivery by the Acquired Fund, this Agreement constitutes a valid and
binding obligation of the Investment Trust on behalf of the Acquiring Fund,
enforceable in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general equity principles.
(n) The N-14 Registration Statement (except insofar as it relates to the
Acquired Fund or the special meeting of its shareholders referred to
therein) did not on the effective date of the N-14 Registration Statement
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements were
made, not materially misleading.
(o) The Acquiring Fund Class C Shares to be issued and delivered to the
Acquired Fund pursuant to the terms of this Agreement have been duly
authorized by the Board of Trustees of the Investment Trust, and, when
issued and delivered at the Closing in accordance with this Agreement, will
be duly and validly issued Acquiring Fund Class C Shares and will be fully
paid and non-assessable with no personal liability attaching to the
ownership thereof.
(p) The Board of Trustees of the Investment Trust has duly adopted a
resolution (a copy of which has been furnished to the Securities Trust)
authorizing the creation and issuance of Acquiring Fund Class C Shares.
5. COVENANTS
5.1. The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date.
It is understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions and any other
dividends and distributions deemed advisable.
5.2. After the amendment to the Investment Trust's Declaration and
Agreement of Trust referred to in paragraph 4.2(p) has been duly approved by the
shareholders of the Investment Trust, the Investment Trust will duly file the
same with the Secretary of State of the State of Delaware.
11
<PAGE>
5.3. At or after the Closing, the Securities Trust will deliver or
otherwise make available to the Investment Trust a statement of the Acquired
Fund's assets and liabilities, together with a list of the Acquired Fund's
portfolio securities showing the tax costs of such securities to it and the
holding periods of such securities, as of the Closing Date.
5.4. The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the beneficial
ownership of the Acquired Fund's shares.
5.5. Subject to the provisions of this Agreement, the Acquired Fund and
the Acquiring Fund each will take, or cause to be taken, all action, and do or
cause to be done all things, reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
5.6. Prior to the Closing Date, the Board of Trustees of the Securities
Trust will declare such dividends and distributions, payable no later than [90]
days after the Closing Date, to shareholders of record of the Acquired Fund as
of the Closing Date, which, together with all such previous dividends and
distributions, shall have the effect of distributing to the shareholders of the
Acquired Fund all of the investment company taxable income and exempt-interest
income of the Acquired Fund for all taxable years ending on or prior to the
Closing Date. The dividends and distributions declared by the Acquired Fund
shall also include all of the Acquired Fund's net capital gain realized in all
taxable years ending on or prior to the Closing Date (after reduction for any
capital loss carry forward). Such dividends and distributions declared prior to
the Closing Date shall be paid by the Acquiring Fund no later than [90] days
after the Closing Date.
5.7. As promptly as practicable, but in any case within sixty days after
the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such
form as is reasonably satisfactory to the Acquiring Fund, a statement of the
earnings and profits of the Acquired Fund for federal income tax purposes which
will be carried over to the Acquiring Fund as a result of Section 381 of the
Code.
5.8. The Acquired Fund will provide the Acquiring Fund with any additional
information reasonably necessary for any revision of the N-14 Prospectus and
Proxy Statement referred to in paragraph 4.1(o), all to be included in any
amendment to the N-14 Registration Statement, in compliance with the 1933 Act,
the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act in
connection with the meeting of the Acquired Fund's shareholders to consider
approval of this Agreement and the Reorganization.
12
<PAGE>
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SECURITIES TRUST
The obligations of the Securities Trust, on behalf of the Acquired Fund, to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by the Investment Trust in all material respects of
all of the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following further conditions:
6.1. All representations and warranties of the Investment Trust contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date.
6.2. The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its Chairman, President or a Vice President
and its Treasurer or an Assistant Treasurer, in form reasonably satisfactory to
the Acquired Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the Investment Trust made in this Agreement
are true and correct at and as of the Closing Date, except as they may be
affected by the transactions contemplated by this Agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INVESTMENT TRUST
The obligations of the Investment Trust, on behalf of the Acquiring Fund,
to consummate the transactions provided for herein shall be subject, at its
election, to the performance by the Securities Trust in all material respects of
all the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following further conditions:
7.1. All representations and warranties of the Securities Trust contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date.
7.2. The Securities Trust shall have delivered to the Acquiring Fund on
the Closing Date a certificate executed in its name by its Chairman, President
or a Vice President and its Treasurer or an Assistant Treasurer, in form and
substance
13
<PAGE>
satisfactory to the Acquiring Fund and dated as of the Closing Date, to the
effect that the representations and warranties of the Securities Trust made in
this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SECURITIES TRUST AND THE
INVESTMENT TRUST
If any of the conditions set forth below do not exist on the Closing Date
with respect to the Acquiring Fund or the Acquired Fund, either party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1. This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Fund in accordance with the provisions of the Securities Trust's
Declaration and Agreement of Trust and By-laws. Notwithstanding anything herein
to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the
condi tions set forth in this paragraph 8.1.
8.2. On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
8.3. All consents of other parties and all other consents, orders, rulings
and permits of federal, state and local regulatory authorities (including those
of the Commission, the Internal Revenue Service and state Blue Sky and
securities authorities) deemed necessary by the Acquiring Fund or the Acquired
Fund to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to obtain any
such consent, order, ruling or permit would not involve a risk of a material
adverse effect on the assets or properties of the Acquiring Fund or the Acquired
Fund.
8.4. The N-14 Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act.
14
<PAGE>
8.5. The parties shall have received a favorable opinion of Debevoise &
Plimpton, addressed to the Investment Trust and the Securities Trust and
satisfactory to the Secretary of each such party, substantially to the effect
that for federal income tax purposes:
(a) the acquisition by the Acquiring Fund of all of the assets of the
Acquired Fund solely in exchange for the issuance of Acquiring Fund Class C
Shares to the Acquired Fund and the assumption of all of the Acquired Fund
liabilities by the Acquiring Fund, followed by the distribution by the Acquired
Fund, in complete liquidation, of the Acquiring Fund Class C Shares to the
Acquired Fund shareholders in exchange for their Acquired Fund shares, will be
treated as a "reorganization" within the meaning of Section 368(a) of the Code,
and the Acquiring Fund and the Acquired Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of liabilities of the Acquired
Fund;
(c) no gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of liabilities of
the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the
Acquired Fund's shareholders;
(d) no gain or loss will be recognized by shareholders of the Acquired
Fund upon the exchange of their Acquired Fund shares for the Acquiring Fund
Shares;
(e) the aggregate tax basis for the Acquiring Fund Shares received by each
of the Acquired Fund's shareholders pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period of
the Acquiring Fund Shares to be received by each Acquired Fund shareholder will
include the period during which the Acquired Fund shares exchanged therefor were
held by such shareholder (provided that the Acquired Fund shares were held as
capital assets on the date of the Reorganization); and
(f) the tax basis of the Acquired Fund's assets acquired by the Acquiring
Fund will be the same as the tax basis of such assets to the
15
<PAGE>
Acquired Fund immediately prior to the Reorganization, and the holding period of
the assets of the Acquired Fund in the hands of the Acquiring Fund will include
the period during which those assets were held by the Acquired Fund.
Notwithstanding anything herein to the contrary, neither the Investment
Trust nor the Securities Trust may waive the conditions set forth in this
paragraph 8.5.
8.6. The Acquiring Fund shall have duly adopted a Rule 12b-1 Plan for the
Acquiring Fund Class C Shares acceptable to the Securities Trust.
9. BROKERAGE FEES AND EXPENSES
9.1. The Investment Trust represents and warrants to the Acquired Fund,
and the Securities Trust represents and warrants to the Acquiring Fund, that
there are no brokers or finders entitled to receive any payments in connection
with the transactions provided for herein.
9.2. Except as may be otherwise provided herein, the Acquiring Fund and
the Acquired Fund each shall pay, or provide for the payment of, the expenses
incurred by it in connection with entering into and carrying out the provisions
of this Agreement.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1. The parties hereto agree that no party has made any representation,
warranty or covenant not set forth herein and that this Agreement constitutes
the entire agreement between the parties.
10.2. None of the representations and warranties included or provided for
herein shall survive the consummation of the transactions contemplated hereby.
11. TERMINATION
11.1. This Agreement may be terminated at any time prior to the Closing
Date: (1) by the mutual agreement of the Securities Trust and the Investment
Trust; (2) by the Securities Trust in the event that the Investment Trust shall,
or by the Investment Trust in the event that the Securities Trust shall,
materially breach any representation or warranty contained herein or any
agreement contained herein and to be performed at or prior to the Closing Date;
or (3) by either party if a condition
16
<PAGE>
herein expressed to be precedent to the obligations of the terminating party has
not been met and it reasonably appears that it will not or cannot be met.
11.2. In the event of any such termination, there shall be no liability
for damages on the part of either the Securities Trust, the Investment Trust,
the Acquired Fund or the Acquiring Fund or their respective trustees or officers
to the other party, but the Acquiring Fund and the Acquired Fund shall each
bear, or provide for the payment of, the expenses incurred by it incidental to
the preparation and carrying out of this Agreement as provided in paragraph 9.2.
12. AMENDMENTS; WAIVERS
12.1. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Securities Trust and the Investment Trust; provided, however, that following
the approval of the Acquired Fund shareholders referred to in paragraph 8.1, no
such amendment may have the effect of changing the provisions for determining
the number of the Acquiring Fund Class C Shares to be issued to the Acquired
Fund's shareholders under this Agreement to the detriment of such shareholders
without their further approval.
12.2. At or at any time prior to the Closing either party hereto may by
written instrument signed by it (i) waive any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the covenants or conditions made for its benefit
contained herein.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by personal
delivery addressed to the Acquired Fund, 767 Fifth Avenue, New York, New York,
10153, Attention: Office of the Secretary; or to the Acquiring Fund, 767 Fifth
Avenue, New York, New York, 10153, Attention: Office of the Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
14.1. The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17
<PAGE>
14.2. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
14.4. (a) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm, corporation or other entity, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
(b) The Acquiring Fund is hereby expressly put on notice of the limitation
of liability as set forth in Article IV of the Declaration and Agreement of
Trust of the Securities Trust and agrees that the obligations assumed by the
Securities Trust pursuant to this Agreement shall be limited in any case to the
Acquired Fund and its assets and the Investment Trust shall not seek
satisfaction of any such obligation from the shareholders of the Securities
Trust, the trustees, officers,
18
<PAGE>
employees or agents of the Securities Trust or any of them or from any other
assets of the Securities Trust.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its Chairman of the Board, President or Vice President and
attested by its Secretary or Assistant Secretary.
Attest: LORD ABBETT SECURITIES TRUST
on behalf of Lord Abbett Limited Duration
U.S. Government Securities Trust
By:
-------------------------------------
Name: Name:
----------------- Title:
Title: Secretary
Attest: LORD ABBETT INVESTMENT TRUST
on behalf of the Limited Duration
U.S. Government Securities Series
By:
-------------------------------------
Name: Name:
----------------- Title:
Title: Secretary
19
<PAGE>
EXHIBIT B
---------
COMPARISON OF CURRENT AND PROPOSED INVESTMENT POLICIES AND RESTRICTIONS
Comparison of certain investment policies and restrictions of Lord Abbett
Limited Duration U.S. Government Securities Trust (the "Acquired Fund"), a
series of Lord Abbett Securities Trust, and Lord Abbett Investment Trust (the
"Acquiring Fund") and proposed revised investment policies and restrictions of
the Acquiring Fund.
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SHORT SALES/MARGIN.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not sell short or buy The Fund may not sell short or buy The Fund may not make short sales of
on margin, although it may obtain on margin, although it may obtain securities or maintain a short position
short-term credit necessary for the short-term credit necessary for the except to the extent permitted by
clearance of the purchase of clearance of the purchase of applicable law.
securities. securities.
FUNDAMENTAL
The Fund may purchase securities on
margin to the extent permitted by
applicable law.
- - ----------------------------------------------------------------------------------------------------------------------------------
BORROWING.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
Subject to certain exceptions, the Subject to certain exceptions, the The Fund may not borrow money,
Fund may not borrow money. Fund may not borrow money. except that (i) the Fund may borrow
from banks (as defined in the 1940
Act) in amounts up to 33 1/3% of its
total assets (including the amount bor-
rowed), (ii) the Fund may borrow up
to an additional 5% of its total assets
for temporary purposes, and (iii) the
Fund may obtain such short-term
credit as may be necessary for the
clearance of purchases and sales of
portfolio securities.
- - ----------------------------------------------------------------------------------------------------------------------------------
UNDERWRITING.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not engage in the The Fund may not engage in the The Fund may not engage in the
underwriting of securities, except underwriting of securities, except underwriting of securities, except,
pursuant to a merger or acquisition or pursuant to a merger or acquisition or pursuant to a merger or acquisition or
to the extent that, in connection with to the extent that, in connection with to the extent that, in connection with
the disposition of its portfolio the disposition of its portfolio the disposition of its portfolio secur-
securities, it may be deemed to be an securities, it may be deemed to be an ities, it may be deemed to be an
underwriter under federal securities underwriter under federal securities underwriter under federal securities
laws. laws. laws.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
- - ----------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LENDING.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not lend money or The Fund may not lend money or The Fund may not make loans to
securities, except that it may lend securities, except that it may lend other persons, except that the acqui-
portfolio securities not in excess of portfolio securities not in excess of sition of bonds, debentures or other
30% its total assets, subject to certain 30% its total assets, subject to certain corporate debt securities and invest-
limitations. The Acquired Fund also limitations. The Acquired Fund also ment in government obligations, com-
may enter into certain repurchase may enter into certain repurchase mercial paper, pass-through instru-
agreements. agreements. ments, certificates of deposit, bankers
acceptances, repurchase agreements
or any similar instruments shall not be
subject to this limitation, and except
further that the Fund may lend its
portfolio securities, provided that the
lending of portfolio securities may be
made only in accordance with appli-
cable law and the guidelines set forth
in the Fund's Prospectus and State-
ment of Additional Information, as
they may be amended from time to
time.
- - ----------------------------------------------------------------------------------------------------------------------------------
REAL ESTATE/COMMODITIES.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not deal in real estate, The Fund may not deal in real estate, The Fund may not buy or sell real
commodities or commodity contracts, commodities or commodity contracts, estate (except that the Fund may in-
oil, gas or other mineral leases, oil, gas or mineral leases, except as a vest in securities directly or indirectly
excluding the securities of companies result of owning other securities. secured by real estate or interests
which deal in or hold real estate or therein or issued by companies which
commodities. invest in real estate or interests
therein), commodity or commodity
contracts (except to the extent the
Fund may do so in accordance with
applicable law and without registering
as a commodity pool operator under
the Commodity Exchange Act as, for
example, with futures contracts).
NON-FUNDAMENTAL
The Fund 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 Fund may invest in securities
issued by companies that engage in
oil, gas or other mineral exploration
or development activities.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
- - ----------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIVERSIFICATION.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
With respect to 75% of its gross With respect to 75% of its assets, the With respect to 75% of its gross
assets, the Fund may not buy Fund may not buy securities of one assets, the Fund may not buy
securities of one issuer representing issuer representing (i) more than 5% securities of one issuer representing
more than (i) 5% of the Fund's gross of the Fund's gross assets or (ii) 10% more than (i) 5% of the Fund's gross
assets (except for U.S. Government of the voting securities of such issuer. assets, except securities issued or
securities), or (ii) 10% of the voting guaranteed by the U.S. Government,
securities of such issuer. its agencies or instrumentalities, or
(ii) 10% of the voting securities of
such issuer.
- - ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT IN A SINGLE
INDUSTRY.
FUNDAMENTAL FUNDAMENTAL FUNDAMENTAL
The Fund may not concentrate its The Fund may not concentrate its The Fund may not invest more than
investments in any single industry, investments in any single industry, 25% of its assets, taken at market
except for certain exceptions and except for certain exceptions and value, in the securities of issuers in
excluding U.S. Government excluding U.S. Government any particular industry (excluding
securities. securities. securities of the U.S. Government, its
agencies and instrumentalities).
- - ----------------------------------------------------------------------------------------------------------------------------------
RESTRICTED/ILLIQUID
SECURITIES.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not invest more than The Fund may not invest knowingly The Fund may not invest, knowingly,
15% of its total assets in illiquid more than 15% of its net assets in more than 15% of its net assets (at
securities, except, subject to illiquid securities, except, subject to the time of investment) in illiquid
applicable state law, for securities state law, for securities qualifying for securities, except for securities
qualifying for resale under Rule 144A resale under Rule 144A of the qualifying for resale under Rule 144A
of the Securities Act of 1933, deemed Securities Act of 1933, deemed to be of the Securities Act of 1933, deemed
to be liquid by the Board of Trustees. liquid by the Board of Trustees. to be liquid by the Board of Trustees.
- - ----------------------------------------------------------------------------------------------------------------------------------
MORTGAGING AND PLEDGING
OF ASSETS.
NON-FUNDAMENTAL NON-FUNDAMENTAL FUNDAMENTAL
The Fund may not, with certain The Fund may not, with certain The Fund may not pledge its assets
exceptions, pledge, mortgage or exceptions, pledge, mortgage or (other than to secure borrowings, or
hypothecate its assets. hypothecate its assets. to the extent permitted by the Fund's
investment policies, in connection
with hedging transactions, short sales,
when-issued and forward commitment
transactions and similar investment
strategies).
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
- - ----------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENTS IN SECURITIES
OF OTHER INVESTMENT
COMPANIES.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
Subject to certain exceptions, the Subject to certain exceptions, the The Fund may not invest in the
Fund may not invest in the securities Fund may not invest in the securities securities of other investment
of other investment companies. of other investment companies. companies, except as permitted by
applicable law.
- - ----------------------------------------------------------------------------------------------------------------------------------
OPTIONS.
NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not buy or sell puts or The Fund may not buy or sell puts or None stated.
calls. calls.
- - ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENTS IN SECURITIES
OF ISSUERS IN OPERATION
FOR LESS THAN THREE YEARS.
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not invest in securities The Fund may not invest in securities The Fund may not invest in securities
of issuers which, with their of issuers which, with their of issuers which, with their
predecessors, have a record of less predecessors, have a record of less predecessors, have a record of less
than three years continuous than three years continuous than three years continuous
operations, except through operations, except through operations, except if more than 5% of
subscription or other rights limited to subscription or other rights limited to the Fund's total assets would be
5% of net assets. 5% of net assets. 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).
- - ----------------------------------------------------------------------------------------------------------------------------------
OWNERSHIP OF PORTFOLIO
SECURITIES BY OFFICERS AND
TRUSTEES
NON-FUNDAMENTAL NON-FUNDAMENTAL NON-FUNDAMENTAL
The Fund may not hold securities of The Fund may not hold securities of The Fund may not hold securities of
any issuer if more than 1/2 of 1% of any issuer if more than 1/2 of 1% of any issuer if more than 1/2 of 1% of
the securities of such issuer are the securities of such issuer are the securities of such issuer are
owned beneficially by one or more owned beneficially by one or more owned beneficially by one or more
officer or Trustee or by one or more officer or trustee or by one or more officers or Trustees or by one or
partners of the underwriter of partners of the underwriter or more members or partners of the
investment adviser if together they investment adviser if together they underwriter or investment advisor if
own more than 5% of the securities of own more than 5% of the securities of together they own more than 5% of
such issuer. such issuer. the securities of such issuer.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
- - ----------------------------------------------------------------------------------------------------------------------------------
POLICY/RESTRICTION OF THE POLICY/RESTRICTION OF THE PROPOSED POLICY/RESTRICTION OF
ACQUIRED FUND ACQUIRING FUND THE ACQUIRING FUND
------------- -------------- ------------------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRANSACTIONS WITH
CERTAIN PERSONS. FUNDAMENTAL
None stated (but certain restrictions None stated (but certain restrictions None stated (but certain restrictions
may exist under applicable law). may exist under applicable law). may exist under applicable law).
- - ----------------------------------------------------------------------------------------------------------------------------------
SENIOR SECURITIES
FUNDAMENTAL FUNDAMENTAL
The Fund may not issue senior The Fund may not issue senior FUNDAMENTAL
securities. securities, except to the extent The Fund may not issue senior
permitted by the 1940 Act. securities to the extent such issuance
would violate applicable law.
- - ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENTS NOT ALLOWED
BY A FEDERAL SAVINGS
ASSOCIATION. FUNDAMENTAL
None stated. The Fund may not make investments None stated.
other than those permitted by a
federal savings association.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH __, 1996
ACQUISITION OF THE ASSETS OF
Lord Abbett Limited Duration U.S. Government Securities Trust,
A SERIES OF Lord Abbett Securities Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
BY AND IN EXCHANGE FOR CLASS C SHARES OF
Limited Duration U.S. Government Securities Series, A SERIES OF
Lord Abbett Investment Trust
The General Motors Building, 767 Fifth Avenue
New York, NY 10153
(800) 426-1130
This Statement of Additional Information, relating specifically to the
proposed transfer of the assets of Lord Abbett Limited Duration U.S. Government
Securities Trust (the "Acquired Fund"), a series of Lord Abbett Securities
Trust (the "Trust"), to the Limited Duration U.S. Government Securities Series
(the "Acquiring Fund"), a series of Lord Abbett Investment Trust (the "Income
Trust") in exchange for Class C shares of the Acquiring Fund and the assumption
by the Acquiring Fund of the liabilities of the Acquired Fund, consists of (i)
this cover page, (ii) the pro-forma financial statements of the Acquiring Fund
as at October 31, 1995 and for the 12-month period then ended prepared as though
the reorganization referred to above had occurred on November 1, 1994, attached
hereto as Exhibit A, and (iii) the following described documents, each of which
accompanies this Statement of Additional Information and is incorporated herein
by reference:
1. Statement of Additional Information of the Investment Trust dated
March 1, 1996./*/
2. Statement of Additional Information of the Securities Trust dated
March 1, 1996, insofar as it relates to the Acquired Fund./*/
3. The financial statements of the Acquiring Fund for the fiscal year
ended October 31, 1995, and the report thereon of Deloitte & Touche LLP,
independent auditors, contained in the 1995 Annual Report of the Acquiring Fund.
4. The financial statements of the Acquired Fund for the fiscal year
ended October 31, 1995, and the report thereon of Deloitte & Touche LLP,
independent public accountants, contained in the 1995 Annual Report of the
Acquired Fund.
- - --------------------
/*/ A pre-effective amendment is to be filed to incorporate by reference these
documents.
B-1
<PAGE>
The financial statements referred to above are incorporated herein in
reliance upon the authority of Deloitte & Touche LLP as experts in auditing and
accounting. This Statement of Additional Information is not a prospectus. A
Proxy Statement and Prospectus dated the date hereof relating to the above-
referenced matter may be obtained without charge by calling or writing the
Acquiring Fund at the telephone number or address set forth above. This
Statement of Additional Information should be read in conjunction with such
Proxy Statement and Prospectus.
B-2
<PAGE>
EXHIBIT A
PRO-FORMA STATEMENT OF NET ASSETS
OCTOBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Lord Abbett Lord Abbett
Investment Trust Securities Trust
Limited Duration Limited Duration
U.S. Government U.S. Government Pro-Forma Pro-Forma
Securities Series Securities Trust Adjustments Combined
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at value (cost $8,461,040 8,579,221 13,327,477 21,906,698
and $13,251,393 respectively)
Cash 198,431 79,563 277,994
Receivable for investments sold - 43,100 43,100
Receivable for capital stock sold 218,202 70,786 288,988
Other Assets & other receivables 191,297 195,914 (25,359) (*) 361,852
-----------------------------------------------------------------------------
Total Assets 9,187,151 13,716,840 (25,359) 22,878,632
-----------------------------------------------------------------------------
Liabilities
Payable for capital stock reacquired 23,880 1,188 25,068
Payable for securities purchased 201,344 1,812,799 2,014,143
Accounts payable, accrued expenses & taxes 9,479 34,840 44,319
Dividend payable 30,821 38,142 68,963
-----------------------------------------------------------------------------
Total Liabilities 265,524 1,886,969 - 2,152,493
-----------------------------------------------------------------------------
Net Assets as of October 31, 1995 8,921,627 11,829,871 (25,359) 20,726,139
=============================================================================
Net Assets were comprised of:
Paid-in capital 9,549,027 12,332,210 21,881,237
Accumulated net realized loss (824,628) (683,498) (1,508,126)
Net unrealized appreciation 118,181 76,084 194,265
Undistributed net investment income 79,047 105,075 (25,359) (*) 158,763
-----------------------------------------------------------------------------
Net Assets as of October 31, 1995 8,921,627 11,829,871 (25,359) 20,726,139
=============================================================================
Class A shares outstanding as of October 31, 1995 1,969,473 1,969,473
Class C shares outstanding as of October 31, 1995 2,492,636 2,605,853
Class A:
Net Asset Value and redemption price
per share $ 4.53 $ 4.53
Class C:
Net Asset Value and redemption price $ 4.75 $ 4.53
per share
</TABLE>
- - ----------------------
(*) Adjustment to reflect the write-off of unamortized deferred organization
costs of Lord Abbett Securities Trust Limited Duration U.S. Government
Securities Trust.
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FUND
OCTOBER 31, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
Lord Abbett Lord Abbett
Investment Trust Securities Trust
Limited Duration Limited Duration
U.S. Government U.S. Government
Securities Series Securities Trust PRO-FORMA COMBINED
Principal Market Principal Market Principal Market
Security Amount Value Amount Value Amount Value
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS IN LONG-TERM SECURITIES 93.44%
- - ------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury U.S. Treasury Notes 5 7/8% due 8/15/1998 $1,500M $1,507,265 $1,500M $1,507,265
31.19% U.S. Treasury Notes 6% due 8/31/1997 $1,000M $1,006,250 1,000M 1,006,250
U.S. Treasury Notes 61/8% due 7/31/2000 1,500M 1,518,750 2,000M 2,025,000 3,500M 3,543,750
U.S. Treasury Notes 61/4% due 8/31/2000 400M 407,000 400M 407,000
Total 3,433,015 3,031,250 6,464,265
- - ------------------------------------------------------------------------------------------------------------------------------------
U.S. Government Financing Corp. Strips due 6/27/1998 350M 300,727 350M 300,727
Agencies Student Loan Marketing Association 5.65%
16.90% due 2/22/1999 1,700M 1,701,062 1,500M 1,500,938 3,200M 3,202,000
Total 2,001,789 1,500,938 3,502,727
- - ------------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan
Mortgage
Corporation
Pass-Through
Securities
1.86% 912% CMO Class175-F due 10/15/2019 383M 386,093 383M 386,093
- - ---------------------------------------------------------------------------------------------------------------------------------
Federal National7% due on an announced basis 200M 201,530 1,800M 1,813,781 2,000M 2,015,311
Mortgage 7% due 2009 1,191M 1,201,101 1,191M 1,201,101
Association 7.15% CMO Class 92-18 G due 11/25/2005 1,000M 1,016,875 1,000M 1,016,875
Pass-Through 81/2% due 11/1/2002 821M 856,186 821M 856,186
Securities 81/2% CMO Class 90-106-H due 1/25/2019 185M 186,075 185M 186,075
27.46% 9.30% CMO Class 90-20-G due 3/25/2018 412M 414,802 412M 414,802
Total 1,817,433 3,872,917 5,690,350
- - ------------------------------------------------------------------------------------------------------------------------------------
Government National
Mortgage
association
Pass-Through 10% due 6/15/2019 362M 397,899 362M 397,899
Securities 10 1/2% due 2013 to 2020 747M 827,455 299M 331,405 1,046M 1,158,860
7.51% Total 827,455 729,304 1,556,759
- - ------------------------------------------------------------------------------------------------------------------------------------
Other 7.92811% CMO Class 92-12-A2 due 12/25/2022 558M 572,013 558M 572,013
8.52% 8.60% CMO Class 32-B due 5/1/2016 1,154M 1,193,534 1,154M 1,193,534
Total 1,765,547 1,765,547
- - ------------------------------------------------------------------------------------------------------------------------------------
Total Long-Term Securities
(Cost $7,961,511 and $11,187,999, respectively) 8,079,692 11,286,049 19,365,741
- - ---------------------------------------------------------------------------------------------------------------------------------
Short-Term Securities 12.26%
- - ---------------------------------------------------------------------------------------------------------------------------------
Short-Term Beneficial Corp. 5.72% due 11/6/1995 240M 240,000 240M 240,000
Securities, General Electric Co. 5.74% due 11/6/1995 200M 200,000 200M 200,000
at Cost Federal Farm Credit Banks 5.65% due 11/1/1995 500M 499,529 500M 499,529
- - -----------------------------------------------------------------------------------------------------------------------------------
Short-Term U.S. Treasury Notes 914% due 1/15/1996
Securities, (Cost $1,623,394) 1,590M 1,601,428 1,590M 1,601,428
at Market Total Short-Term Securities
(Cost $499,529 and $2,063,394, respectively) 499,529 2,041,428 2,540,957
Total Investments in Securities
(Cost $8,461,040 and $13,251,393, respectively) 8,579,221 13,327,477 21,906,698
- - -----------------------------------------------------------------------------------------------------------------------------------
<FN>
The interest rate is subject to change periodically at the prevailing market
rate. The interest rate shown is the rate in effect at October 31, 1995. See
Notes to Pro-Forma Financial Statements.
<PAGE>
PRO-FORMA STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
(UNAUDITED)
</TABLE>
<TABLE>
<CAPTION>
Lord Abbett Lord Abbett
Investment Trust Securities Trust
Limited Duration Limited Duration
U.S. Government U.S. Government Pro-Forma Pro-Forma
Securities Series Securities Trust Adjustments Combined
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income
Interest $593,612 $975,124 1,568,736
--------------------------------------------------------------------
Total Income $593,612 $975,124 1,568,736
--------------------------------------------------------------------
Expenses:
Management fee 42,286 67,840 110,126
--------------------------------------------------------------------
12b-1 Distribution Plan - Class C - 109,984 109,984
--------------------------------------------------------------------
Shareholder servicing costs 11,200 9,497 20,697
--------------------------------------------------------------------
Reports to shareholders 20,000 4,250 (20,000)(b) 4,250
--------------------------------------------------------------------
Audit & Legal 25,500 7,800 (7,800)(b) 25,500
--------------------------------------------------------------------
Registration fee 20,600 15,500 36,100
--------------------------------------------------------------------
Organization expense 15,456 8,112 25,359(c) 48,927
--------------------------------------------------------------------
Management Fees Waived & Assumed (26,725) - 26,725(a) -
--------------------------------------------------------------------
Other 9,901 14,010 (9,000)(b) 14,911
--------------------------------------------------------------------
Total Expenses 118,218 236,993 15,284 370,495
--------------------------------------------------------------------
Net Investment Income 475,394 738,131 (15,284.00) 1,198,241
Net Realized and Unrealized gain (loss) on Investments:
Net Realized gain (loss) from security transactions
Proceeds from sales 19,804,681 62,980,815 82,785,496
Cost of securities sold 19,938,700 62,974,045 82,912,745
--------------------------------------------------------------------
Net realized gain (loss) (134,019) 6,770 (127,249)
--------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments:
Beginning of year (170,329) (168,261) (338,590)
End of year 118,181 76,084 194,265
--------------------------------------------------------------------
Net unrealized appreciation 288,510 244,345 532,855
--------------------------------------------------------------------
Net realized/unrealized gain on investment 154,491 251,115 - 405,606
--------------------------------------------------------------------
Net increase in net assets resulting from operations $629,885 $ 989,246 ($15,284) 1,603,847
====================================================================
</TABLE>
(a) Adjustment to reflect the elimination of the management fee waiver on the
Lord Abbett Investment Trust Limited Duration U.S. Government Securities
Series.
(b) Adjustment to reflect elimination of duplicative expenses.
(c) Adjustment to reflect the write-off of unamortized deferred organization
costs of Lord Abbett Securities Trust Limited Duration U.S. Government
Securities Trust.
<PAGE>
Notes to Pro-Forma Financial Statements
1. Significant Accounting Policies
The Lord Abbett Investment Trust was organized as a Delaware business trust on
August 16, 1993, and is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company. On November 4, 1993, Lord
Abbett Investment Trust - Limited Duration U.S. Government Securities Series
(the "Company") commenced operations. The following is a summary of significant
accounting policies consistently followed by the Company. The policies are in
conformity with generally accepted accounting principles.
(a) Market value is determined as follows: Securities listed or admitted to
trading privileges on any securities exchange are valued at the last sales price
on the exchange on which such securities are traded, as of the close of business
on the day the securities are being valued or, lacking any sales, at the latest
price on the basis of current quotations from dealers (as in the case of bonds),
from valuations furnished by an independent pricing service or, in their
absence, fair value as determined under procedures approved by the Board of
Trustees. (b) It is the policy of the Company to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income in taxable distributions. Therefore, no
federal income tax provision is required. (c) Security transactions are
accounted for on the date that the securities are purchased or sold (trade
date). Dividend income and distributions to shareholders are recorded on the
ex-dividend date and interest is recorded on the accrual basis. Discounts on
strips are accrued to maturity using the constant yield method. The Company has
elected not to amortize premiums on U.S. Government bonds, which is consistent
with the treatment for federal income tax purposes. (d) The organization
expenses of the Company are amortized evenly over a period of five years from
its commencement of operations.
2. Distributions
Dividends from net investment income are declared daily and paid monthly.
Taxable net realized gain from security transactions, if any, will be
distributed to shareholders in December 1995. At October 31, 1995, accumulated
net realized losses for financial statement purposes aggregated $(1,508,126) of
which a primary portion will expire in the year 2002.
3. Repurchase Agreements
The Company may enter into repurchase agreements with certain banks and
broker/dealers whereby the Company, through its custodian, receives delivery of
the underlying securities, the amount of which at the time of purchase and each
subsequent business day is required to be maintained at such a level that the
market value, depending on the maturity of the repurchase agreement and the
underlying collateral, is equal to at least 100% of the resale price.
4. Agreements
The Company has a management agreement with Lord, Abbett & Co. for which it
provided the Company with investment management services and executive and other
personnel, paid the remuneration of officers, provided office space and paid for
ordinary and necessary office and clerical expenses relating to research,
statistical work and the supervision of the investment portfolios. The
management fee is based on average daily net assets for each month at the annual
rate of .50 of 1%. For the Class A shares, the Company adopted a Rule 12b-1 Plan
providing for the quarterly payment of compensation to dealers of (1) an annual
service fee of .25% of the average daily net asset value of shares sold by
dealers from the commencement of the Series' public offering and (2) with
respect to sales at the breakpoint of $1 million or more, a one-time
distribution fee, at the time of sale, of 1% of the first $3 million, plus .50%
of the next $7 million, plus .25% of the remainder of the net asset value of
shares sold on or after the effective date. The Plan commences on the first day
of the calendar quarter subsequent to net assets reaching $100 million. Pursuant
to the Rule 12b-1 Plan for Class C shares, the Company will pay (1) a service
fee and a distribution fee, at the time shares are sold, not to exceed .25% and
..75%, respectively, of the net asset value of such shares and (2) at each
quarter-end after the first anniversary of the sale of such shares, fees for
services and distribution at annual rates not to exceed .25% and .75%,
respectively, of the average annual net asset value of shares outstanding
(payments with respect to shares not outstanding during the full quarter to be
prorated). The fees will be paid to Lord Abbett Distributor llc, which may
retain from the quarterly distribution fee, for payment of distribution expenses
incurred directly by it, an amount not to exceed .10% of the average annual net
asset value of such shares outstanding.
<PAGE>
PART C
ITEM 15. INDEMNIFICATION
The Registrant is a Delaware Business Trust established under Chapter 38 of
Title 12 of the Delaware Code. The Registrant's Declaration and Agreement of
Trust at Section 4.3 relating to indemnification of trustees, officers and
employees states the following.
The Trust shall indemnify each of its Trustees, officers, employees and
agents (including any individual who serves at its request as director, officer,
partner, trustee or the like of another organization in which it has any
interest as a shareholder, creditor or otherwise) against all liabilities and
expenses, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees reasonably
incurred by him or her in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body in which he or she may be or may have been
involved as a party or otherwise or with which he or she may be or may have been
threatened, while acting as Trustee or as an officer, employee or agent of the
Trust or the Trustees, as the case may be, or thereafter, by reason of his or
her being or having been such a Trustee, officer, employee or agent, except with
------
respect to any matter as to which he or she shall have been adjudicated not to
have acted in good faith in the reasonable belief that his or her action was in
the best interests of the Trust or any Series thereof. Notwithstanding anything
herein to the contrary, if any matter which is the subject of indemnification
hereunder relates only to one Series (or to more than one but not all of the
Series of the Trust), then the indemnity shall be paid only out of the assets of
the affected Series. No individual shall be indemnified hereunder against any
liability to the Trust or any Series thereof or the Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. In addition, no such
indemnity shall be provided with respect to any matter disposed of by settlement
or a compromise payment by such Trustee, officer, employee or agent, pursuant to
a consent decree or otherwise, either for said payment or for any other expenses
unless there has been a determination that such compromise is in the best
interests of the Trust or, if appropriate, of any affected Series thereof and
that such Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust or, if
appropriate, of any affected Series thereof, and did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. All determinations that the
applicable standards of conduct have been met for indemnification hereunder
shall be made by (a) a majority vote of a quorum consisting of disinterested
Trustees who are not parties to the proceeding relating to indemnification, or
(b) if such quorum is not obtainable or, even if obtainable, if a majority vote
of such quorum so directs, by independent legal counsel in a written opinion, or
(c) a vote of Shareholders (excluding Shares owned of a record or beneficially
by such individual). In addition, unless a matter is disposed of with a court
determination (i) on the merits that such Trustee, officer, employee or agent
was not liable or (ii) that such Person was not guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, no indemnification shall be provided hereunder
unless there has been a determination by independent legal counsel in a written
opinion that such Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
C-1
<PAGE>
The Trustees may make advance payments out of the assets of the Trust, or, if
appropriate, of the affected Series in connection with the expense of defending
any action with respect to which indemnification might be sought under this
Section 4.3. The indemnified Trustee, officer, employee or agent shall give a
written undertaking to reimburse the Trust or the Series in the event it
subsequently determined that he or she is not entitled to such indemnification
and (a) the indemnified Trustee, officer, employee or agent shall provide
security for his or her undertaking, (b) the Trust shall be insured against
losses arising by reason of lawful advances, or (c) a majority of a quorum of
disinterested Trustees or an independent legal counsel in a written opinion
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification. The rights accruing to
any Trustee, officer, employee or agent under these provisions shall not exclude
any other right to which he or she may be lawfully entitled and shall inure to
the benefit of his or her heirs, executors, administrators or other legal
representatives.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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 16. EXHIBITS
1. (a) Declaration and Agreement of Trust of the Registrant. (1)
(b) Form of Amendment designating the Lord Abbett U.S. Government
Securities Series of the Registrant and Class A and Class C shares
thereof; filed herewith.
2. By-Laws of the Registrant. (1)
3. Not Applicable.
4. Form of Agreement and Plan of Reorganization between Registrant and
Lord Abbett Securities Trust-Lord Abbett Limited Duration U.S.
Government Securities Trust; filed herewith as Exhibit A contained in
Part A of this Registration Statement.
5. Not Applicable.
6. Investment Management Agreement between the Registrant and Lord,
Abbett & Co. dated October 20, 1993.(2)
C-2
<PAGE>
7. (a) Form of Rule 12b-1 Plan for Registrant Class C Shares; filed herewith.
(b) Distribution Agreement, dated May 19, 1993, between Registrant and
Lord, Abbett & Co.(1)
8. (a) Deferred Compensation Plan. (3)
(b) Retirement Plan. (3)
9. (a) Custody Agreement. (4)
(b) Form of Assignment and Assumption Agreement between Morgan Guaranty
Trust Company of New York and Bank of New York; filed herewith.
10.(a) See Item 7(a) above.
(b) Form of Rule 18f-3 Plan; filed herewith.
11. Form of opinion and Consent of Debevoise & Plimpton as to the legality
of securities being issued; filed herewith.
12. Form of opinion and Consent of Debevoise & Plimpton as to Tax Matters;
filed herewith.
13. Not Applicable.
14.(a) Consent of Deloitte & Touche LLP regarding financial statements of
Registrant, Lord Abbett U.S. Government Securities Fund, Inc. and Lord
Abbett Securities Trust; filed herewith.
(b) Ruling application submitted to the Internal Revenue Service, dated
October 19, 1995, supplemental application dated January 26, 1996 and
Ruling, dated February 5, 1996; filed herewith.
15. Not Applicable.
16. Not Applicable.
17.(a) Form of Proxy Card; filed herewith.
(b) Prospectus and Statement of Additional Information of the Registrant,
dated March ___, 1996. (5)
(c) Financial statements of the Acquiring Fund for the fiscal year ended
October 31, 1995 and report thereon of Deloitte & Touche LLP. (6)
(d) Prospectus and Statement of Additional Information of Lord Abbett
Securities Trust, dated December 27, 1994. (7)
(e) Financial statements of the Acquired Fund for the fiscal year ended
October 31, 1995, and the report thereon of Deloitte and Touche LLP.
(8)
(f) Notice to Brokers
(g) Letter to Shareholders re: Proxy
- - --------------------
(1) Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File Nos. 33-68090 and 811-7988) filed on or about February 26,
1993.
C-3
<PAGE>
(2) Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File Nos. 33-68090 and
811-7988) Filed on or about October 7, 1993.
(3) Incorporated herein by reference to Post-Effective Amendment No. 7 to Lord
Abbett Securities Trust's Registration Statement on Form N-1A (File Nos.
33-68090 and 811-7988) filed on or about October 7, 1994.
(4) Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File Nos. 33-68090 and
811-7988) filed on or about August 6, 1993.
(5) Incorporated herein by reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos. 33-68090 and
811-7988) filed on or about February __, 1996.
(6) 1995 Annual Report of the Acquiring Fund filed on or about January 10,
1996.
(7) Incorporated herein by reference to Post-Effective Amendment No. 7 to Lord
Abbett Securities Trust's Registration Statement on Form N-1A (File Nos.
811-7538 and 33-58846) filed on or about December 20, 1994.
(8) 1995 Annual Report of the Acquired Fund filed on or about January 10, 1996.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that, prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act [17
CFR (S) 230.145c] the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information called for
by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
C-4
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of New York and State of New
York on the 29th day of February 1996.
LORD ABBETT INVESTMENT TRUST
By: /s/ Ronald P. Lynch
---------------------------------------
Ronald P. Lynch, Chairman of the Board
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - ------------------------- ----------------------- ----
<S> <C> <C>
/s/Ronald P. Lynch Chairman of the Board 2/29/96
- - ------------------------- and Trustee -----------
Ronald P. Lynch
/s/ Robert S. Dow President and Trustee 2/29/96
- - ------------------------- -----------
Robert S. Dow
/s/ John J. Gargana, Jr. Vice President and 2/29/96
- - ------------------------- Chief Financial Officer -----------
John J. Gargana, Jr.
/s/ E. Thayer Bogelow Trustee 2/29/96
- - ------------------------- -----------
E. Thayer Bigelow
Trustee
- - ------------------------- -----------
Stewart S. Dixon
Trustee
- - ------------------------- -----------
John C. Jansing
C. Alan MacDonald Trustee 2/29/96
- - ------------------------- -----------
C. Alan MacDonald
Trustee
- - ------------------------- -----------
Hansel B. Millican, Jr.
/s/ Thomas J. Neff Trustee 2/29/96
- - ------------------------- -----------
Thomas J. Neff
</TABLE>
C-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of this Registration Statement
pursuant to General Instruction G of Form N-14.
<TABLE>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - --------- ----------- ------
<S> <C> <C>
(1)(b) Form of Amendment designating the Lord Abbett U.S. Government
Securities Series of the Registrant and Class A and Class C shares thereof
(4) Form of Agreement and Plan of Reorganization between the Registrant
and Lord Abbett Securities Trust-Lord Abbett Limited Duration U.S.
Government Securities Trust
(7) Form of Rule 12b-1 Plan for Registrant Class C Shares.
(9)(b) Form of Assignment and Assumption Agreement between Morgan
Guaranty Trust Company of New York and Bank of New York
(10)(b) Rule 18f-3 Plan
(11) Form of opinion and Consent of Debevoise & Plimpton as to legality of
securities being issued
(12) Form of opinion and Consent of Debevoise & Plimpton as to Tax Matters
(14)(a) Consent of Deloitte & Touche LLP regarding financial statements
(b) Ruling application submitted to the Internal Revenue Service, dated
October 19, 1995, supplemental application dated January 26, 1996 and
Ruling, dated February 5, 1996.
(17)(a) Form of Proxy Card
(f) Notice to Brokers
(g) Letter to Shareholders re: Proxy
</TABLE>
C-6
Exhibit 1(b)
------------
LORD ABBETT INVESTMENT TRUST
----------------------------
AMENDMENT TO
DECLARATION OF TRUST
--------------------
The undersigned, being at least a majority of the Trustees of Lord
Abbett Investment Trust, a Delaware business trust (the "Trust"), organized
pursuant to a Declaration of Trust dated August 16, 1993 (the "Declaration"),
do hereby establish, pursuant to Section 5.3 of the Declaration:
(i) a new Series of shares of beneficial interest, to be designated
- the Lord Abbett U.S. Government Securities Series, which shares
shall represent undivided beneficial interests in the assets of
the Trust allocated to that Series pursuant to Section 5.4.1 of
the Declaration. The shares of beneficial interest for the Lord
Abbett U.S. Government Securities Series shall have the same
rights and preferences as shares of the other Series as set forth
in the Declaration.
(ii) a new class of shares for each Series of the Trust, to be
-- designated the Class C shares of such Series. The initial class
of shares of each Series shall be designated the Class A shares of
such Series. Any variations between such classes as to purchase
price, determination of net asset value, the price, terms and
manner of redemption, special and relative rights as to dividends
and on liquidation, and conditions under which such classes shall
have separate voting rights, shall be as set forth in the
Declaration or as elsewhere determined by the Board of Trustees of
the Trust.
This instrument shall constitute an amendment to the Declaration.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
_____ day of ____________, 1996.
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
2
<PAGE>
State of New York )
) ss.
Count of New York )
On _____________ ___, 1996, there personally appeared before me the
above-named [insert names of Trustees executing amendment] who severally
acknowledged the foregoing instrument to be their free act and deed.
Before me
----------------------------------------
Notary Public
My commission expires
- - -----------------------------------
3
Exhibit 7(a)
------------
Draft--February 23, 1996
Rule 12b-1 Distribution Plan and Agreement
Lord Abbett Investment Trust -- Lord Abbett Limited Duration
Government Series --
Class C Shares
- - --------------------------------------------------------------------------------
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of July 12, 1996
by and between LORD ABBETT INVESTMENT TRUST, a Delaware business trust (the
"Fund"), on behalf of its LORD ABBETT LIMITED DURATION GOVERNMENT 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 outstanding 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 men tioned 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
2
<PAGE>
foregoing, 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 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
trustees, officers, partners, 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, trustees 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 direct 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 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 INVESTMENT TRUST
By
------------------------------
President
ATTEST:
- - -----------------------
Assistant Secretary
LORD ABBETT DISTRIBUTOR LLC
By:
-----------------------------
5
Exhibit 9(a)
------------
MORGAN GUARANTY
Letterhead
February 9, 1996
Lord Abbett Investment Trust
767 Fifth Avenue
New York, N.Y. 10153
Attention: Mr. Kenneth B. Cutler
Vice President
Dear Sirs:
Pursuant to Section 15 of the Global Custody Agreement, dated October 20,
1993, between Lord Abbett Investment Trust (hereinafter called the
"Corporation") and Morgan GuarantyTrust Company of New York (hereinafter called
"Morgan"), Morgan hereby assigns to The Bank of New York (hereinafter called
"successor custodian"), as of January 1, 1996, all its rights and obligations
under such Agreement, and successor custodian hereby agrees with you to be bound
by such Agreement in accordance with its terms.
Sincerely,
____________________ Consented to:
Vice President LORD ABBETT INVESTMENT TRUST
Mutual Funds Division
Agreed and Confirmed By:___________________________
THE BANK OF NEW YORK Vice President
By:________________________
Vice President
Exhibit 10(b)
-------------
Draft--February 27, 1996
Plans Pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940
Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of Directors or Trustees of an
investment company desiring to offer multiple classes pursuant to the Rule adopt
a plan setting forth the separate arrangement and expense allocation of each
class, and any related conversion features or exchange privileges. This
document constitutes such a plan (individually, a "Plan" and collectively, the
"Plans") of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund"). The Plan of any Fund is subject to
amendment by action of the Board of Directors or Trustees (the "Board") of such
Fund and without the approval of shareholders of any class, to the extent
permitted by law and by the governing documents of such Fund.
The Board, including a majority of the non-in terested Board members, has
determined that the following separate arrangement and expense allocation, and
the related exchange privileges, of each class of each Fund are in the best
interest of each class of each Fund individually and each Fund as a whole:
<PAGE>
1. Class Designation. Fund shares shall initially be divided into Class A
-----------------
shares and Class C shares.
2. Sales Charges and Distribution and Service Fees.
-----------------------------------------------
(a) Initial Sales Charge. Class A shares will be traditional front-end
--------------------
sales charge shares, offered at their net asset value ("NAV") plus a sales
charge in the case of each Fund as described in such Fund's Prospectus as from
time to time in effect.
Class C shares will be offered at their NAV with out an initial sales
charge.
(b) Service and Distribution Fees. In respect of the Class A shares and
-----------------------------
Class C shares, each Fund will pay service and distribution fees under plans
adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (each a
"12b-1 Plan").
Pursuant to a 12b-1 Plan with respect to the Class A shares, if effective,
each Fund will pay (i) at the time such shares are sold, a one-time distribution
-
fee of up to 1% of the NAV of the shares sold in the amount of $1 million or
more, including sales qualifying at such level under the rights of accumulation
and statement of intention privileges, or to retirement plans with 100 or more
eligible employees, as described in the Fund's Prospectus as from time to time
in effect, (ii) a continuing distribution fee
--
2
<PAGE>
at an annual rate of 0.10% of the average daily NAV of the Class A share
accounts of dealers who meet certain sales and redemption criteria, and (iii) a
---
continuing service fee at an annual rate not to exceed 0.25% of the average
daily NAV of the Class A shares. The Board will have the authority to increase
the distribution fees payable under such 12b-1 Plan by a vote of the Board,
including a majority of the in dependent directors thereof, up to an annual rate
of 0.50% of the average daily NAV of the Class A shares. The effective dates of
various of the 12b-1 Plans for the Class A shares are based on achievement by
the Funds of specified total NAV's for the Class A shares of each Fund.
Pursuant to a 12b-1 Plan with respect to the Class C shares, each Fund will
pay a one-time service and distribution fee at the time such shares are sold of
up to 1% of their NAV and a continuing annual fee, commencing 12 months after
the first anniversary of such sale, of up to 1% of the average annual NAV of
such shares then outstanding (each fee comprised of .25% in service fees and
..75% in distribution fees).
(c) Contingent Deferred Reimbursement Charges ("CDRC"). Subject to some
--------------------------------------------------
exceptions, Class A shares subject to the one-time sales distribution fee of up
to 1% under the Rule 12b-1 Plan for the Class A shares will be subject to a CDRC
equal to 1% of the lower of the cost or then NAV of such shares if the shares
are redeemed for cash
3
<PAGE>
on or before the end of the twenty-fourth month after the month in which the
shares were purchased.
Class C shares will be subject to a CDRC equal to 1% of the lower of the
cost or then NAV of the shares if the shares are redeemed for cash before the
first anniversary of their purchase.
3. Liability and Expense Allocation. The following expenses and
--------------------------------
liabilities therefor shall be allocated, to the extent such expenses can
reasonably be identified as relating to a particular class, on a class-specific
basis: (a) fees under a 12b-1 Plan applicable to a specific class (net of any
CDRC paid with respect to shares of such class and retained by the Fund) and any
other costs relating to implementing or amending such Plan, including obtaining
shareholder approval of such Plan or any amendment thereto; (b) transfer and
shareholder servicing agent fees and shareholder servicing costs identifiable as
being attrib utable to the particular provisions of a specific class; (c)
stationery, printing, postage and delivery expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxy
statements to current shareholders of a specific class; (d) Blue Sky reg
istration fees incurred by a specific class; (e) Securities and Exchange
Commission registration fees incurred by a specific class; (f) Board fees or
expenses identifiable as
4
<PAGE>
being attributable to a specific class; (g) auditor's fees and expense relating
solely to a specific class; (h) litigation expenses and legal fees and expense
relating solely to a specific class; (i) expenses incurred in connection with
shareholders meetings as a result of issues relating solely to a specific class
and (j) other expenses relating solely to a specific class. All such
liabilities and expenses incurred by a class of shares will be charged directly
to the net assets of the particular class and thus will be borne on a pro rata
basis by the outstanding shares of such class.
4. Dividends. Dividends paid by a Fund as to each class of its shares, to
---------
the extent any dividends are paid, will be calculated in the same manner, will
be paid at the same time, and will be in the same amount, except that any
liabilities and expenses allocated to a class as pro vided above will be borne
exclusively by that class.
5. Net Asset Values. The NAV of each share of a class of a Fund shall be
----------------
determined in accordance with the Articles of Incorporation or Declaration of
Trust of such Fund with appropriate adjustments to reflect the differing
allocations of liabilities and expenses of such Fund between its classes as
provided above. [Attached hereto as Exhibit
5
<PAGE>
A is a sample calculation of the NAV's of a Class A share and a Class C share.]
6. Conversion Features. Subject to amendment by the Board, no class of
-------------------
shares shall be subject to any automatic conversion feature at this time.
7. Exchange Privileges. Except as set forth in the Fund's prospectus,
-------------------
shares of any class of a Fund may be exchanged, at the holder's option, for
shares of the same class of another Fund, or other Lord Abbett-sponsored fund or
series thereof, without the imposition of any sales charge, fee or other charge.
Each Plan is qualified by and subject to the terms of the then current
prospectus for the applicable Fund; provided, however, that none of the terms
set forth in any such prospectus shall be inconsistent with the terms con tained
herein. The prospectus for each Fund contains addi tional information about
that Fund's classes and its multiple-class structure.
Each Plan is being adopted for a Fund with the approval of, and all
material amendments thereto must be approved by, a majority of the Board of such
Fund, including a majority of the Board who are not interested persons of the
Fund.
6
<PAGE>
Schedule A
----------
The Lord Abbett - Sponsored Funds
Establishing Multi-Class Structures
-----------------------------------
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
Equity Series
Income Series
Lord Abbett Investment Trust
Lord Abbett Balanced Series
Lord Abbett Limited Duration U.S. Government Securities Series
Lord Abbett U.S. Government Securities Series
Lord Abbett Securities Trust
Lord Abbett Growth & Income Trust
Lord Abbett Tax-Free Income Fund, Inc.
California Series
National Series
New York Series
Lord Abbett Tax-Free Income Trust
Florida Series
Lord Abbett U.S. Government Securities Money Market Fund, Inc.
Exhibit 11
----------
Draft--February 27, 1996
[Debevoise & Plimpton Letterhead]
Lord Abbett Investment Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Investment Trust
Registration Statement on Form N-14
-------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lord Abbett Investment Trust (the
"Registrant"), a Delaware business trust, in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form N-14 (File No.811-7988)
(the "Registration Statement"), relating to the issuance of shares of beneficial
interest of the Lord Abbett Limited Duration U.S. Government Securities Series
(the "Acquiring Fund"), a series of the Registrant.
Such shares have been established and designated as the Class C shares
(the "Class C shares"). The Class C shares are to be issued to Lord Abbett
Limited Duration U.S. Government Securities Trust (the "Acquired Trust"), a
series of Lord Abbett Securities Trust (the "Securities Trust"), a
<PAGE>
Lord Abbett Investment Trust
Page 2
Delaware business trust, pursuant to an Agreement and Plan of Reorganization
(the "Acquired Trust Plan") between the Registrant, on behalf of the Acquiring
Fund, and the Securities Trust, on behalf of the Acquired Trust, substantially
in the form of Exhibit A included in Part A of the Registration Statement. Such
issuance of the Class C shares is to be made in connection with the acquisition
by the Acquiring Fund of the assets of, and the assumption by the Acquiring Fund
of the liabilities of, the Acquired Trust.
In so acting, we have examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
records, certificates and other instruments and have made such other
investigations as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
Based on the foregoing, we are of the following opinion:
Assuming that the Acquired Trust and the Acquiring Fund duly execute
and deliver the Acquired Trust Plan, that the Acquired Trust Plan and the
reorganization provided for thereby are duly approved by the shareholders
of the Acquired Trust and that the transactions contemplated by the
Acquired Trust Plan are duly consummated, the Class C shares issued
pursuant to the Acquired Trust Plan will be legally issued, fully paid and
non-assessable.
This opinion is limited solely to the federal law of the United States
and the Delaware Business Trust Act as in effect on the date hereof and the
relevant facts that exist as of the date hereof. Without limiting the generality
of the foregoing, we express no opinion concerning other laws of the State of
Delaware, including the securities laws of such state, or the laws of any other
jurisdiction other than the United States. No assurance can be given that the
law or facts will not change, and we have not undertaken to advise you or any
other person with respect to any event subsequent to the date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to
<PAGE>
Lord Abbett Investment Trust
Page 2
rely on this opinion. We consent to the filing of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Exhibit 12
----------
[LETTERHEAD OF DEBEVOISE & PLIMPTON APPEARS HERE]
[Dated as of the Closing Date]
Lord Abbett Investment Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Securities Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Agreement and Plan of Reorganization
dated as of _______ __, 1996
by and between
Lord Abbett Investment Trust,
on behalf of its series,
Lord Abbett Limited Duration
U.S. Government Securities Series,
and Lord Abbett Securities Trust,
on behalf of its series,
Lord Abbett Limited Duration
U.S. Government Securities Trust
--------------------------------
Ladies and Gentlemen:
We have acted as counsel to Lord Abbett Investment Trust, a Delaware
business trust ("Investment Trust"),
<PAGE>
Lord Abbett Investment Trust
Lord Abbett Securities Trust
2 [Date of the Closing]
acting on behalf of its series, Lord Abbett Limited Duration U.S. Government
Securities Series ("Acquiring Fund"), and Lord Abbett Securities Trust, a
Delaware business trust ("Securities Trust"), acting on behalf of its series,
Lord Abbett Limited Duration U.S. Government Securities Trust ("Acquired Fund"),
in connection with the proposed acquisition (the "Reorganization") of all of the
assets of Acquired Fund by Acquiring Fund pursuant to the Agreement and Plan of
Reorganization dated as of _______ __, 1996, by and between Investment Trust, on
behalf of Acquiring Fund, and Securities Trust, on behalf of Acquired Fund (the
"Reorganization Agreement").
In so acting, we have participated in the preparation of the Reorganization
Agreement and the preparation and filing by Acquiring Fund with the Securities
and Exchange Commission on _________ __, 1996 of a Registration Statement on
Form N-14, containing a Proxy Statement and Prospectus relating to the proposed
Reorganization and to the shares of common stock of Acquiring Fund to be issued
to Acquired Fund shareholders in the Reorganization pursuant to the
Reorganization Agreement.
As required by Section 8.5 of the Reorganization Agreement, you have
requested that we render the opinion set forth below. In rendering such
opinion, we have examined and relied upon the accuracy as of the date hereof of
the representations and warranties as to factual matters set forth in the
documents referred to above and the Letters of Representation, dated as of the
date hereof, that you have provided to us, copies of which are attached hereto.
We have also examined the originals, or copies certified or otherwise identified
to our satisfaction, of such records, documents, certificates or other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions set forth below. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Reorganization is consummated in accordance
with the Reorganization Agreement and as described in the
<PAGE>
Lord Abbett Investment Trust
Lord Abbett Securities Trust
3 [Date of the Closing]
Registration Statement, we are of the opinion that for United States federal
income tax purposes:
1. The acquisition by Acquiring Fund of all of the assets of Acquired
Fund solely in exchange for the issuance of Acquiring Fund shares to
Acquired Fund and the assumption of all of the Acquired Fund liabilities by
Acquiring Fund, followed by the distribution by Acquired Fund, in complete
liquidation, of the Acquiring Fund shares to Acquired Fund shareholders in
exchange for their Acquired Fund shares, will be treated as a
"reorganization" within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Acquiring Fund and Acquired Fund will each be "a party to the
reorganization" within the meaning of Section 368(b) of the Code.
3. No gain or loss will be recognized by Acquired Fund upon the
transfer of Acquired Fund's assets to Acquiring Fund in exchange for
Acquiring Fund shares and the assumption by Acquiring Fund of the
liabilities of Acquired Fund or upon the distribution of Acquiring Fund
shares to Acquired Fund's shareholders.
4. No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Acquired Fund in exchange for Acquiring Fund
shares and the assumption by Acquiring Fund of the liabilities of Acquired
Fund.
5. No gain or loss will be recognized by shareholders of Acquired
Fund upon the exchange of their Acquired Fund shares for Acquiring Fund
shares.
6. The aggregate tax basis of the Acquiring Fund shares received by
any Acquired Fund shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period
for the Acquiring Fund shares to be received by any Acquired
<PAGE>
Lord Abbett Investment Trust
Lord Abbett Securities Trust
4 [Date of the Closing]
Fund shareholder will include the period during which the Acquired Fund
shares exchanged therefor were held by such shareholder (provided that the
Acquired Fund shares are held as capital assets on the date of the
Reorganization).
7. The tax basis of Acquired Fund's assets acquired by Acquiring Fund
will be the same as the tax basis of such assets to Acquired Fund
immediately prior to the Reorganization, and the holding period of the
assets of Acquired Fund in the hands of Acquiring Fund will include the
period during which those assets were held by Acquired Fund.
This opinion is limited solely to the federal law of the United States
as in effect on the date hereof and the relevant facts that exist as of the date
hereof. No assurance can be given that the law or facts will not change, and we
have not undertaken to advise you or any other person with respect to any event
subsequent to the date hereof.
We are delivering this opinion to you and, without our prior written
consent, no other persons are entitled to rely on this opinion.
Very truly yours,
<PAGE>
[LETTERHEAD OF DEBEVOISE & PLIMPTON APPEARS HERE]
March 1, 1996
Lord Abbett Investment Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Lord Abbett Securities Trust
The General Motors Building
767 Fifth Avenue
New York, New York 10153
Ladies and Gentlemen:
We hereby consent to the filing of the draft opinion attached hereto as an
exhibit to the Registration Statement on Form N-14, to be filed by Lord Abbett
Investment Trust, a Delaware business trust ("Investment Trust"), with the
Securities and Exchange Commission, containing a Proxy Statement and Prospectus
relating to (i) the proposed acquisition (the "Reorganization") of all of the
-
assets of Lord Abbett Limited Duration U.S. Government Securities Trust
("Acquired Fund"), a series of Lord Abbett Securities Trust, a Delaware business
trust ("Securities Trust") by Lord Abbett Limited Duration U.S. Government
Securities Series ("Acquiring Fund"), a series of Investment Trust, pursuant to
an Agreement and Plan of Reorganization to be entered into by and between
Investment Trust, on behalf of Acquiring Fund, and Securities Trust, on behalf
of Acquired Fund and (ii) the shares of common stock of Acquiring Fund to be
--
issued to Acquired Fund shareholders in the Reorganization. We also hereby
consent to the use of our name under the caption "Information About the
Reorganization -- Federal Income Tax Consequences" in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ DEBEVOISE & PLIMPTON
Exhibit 14(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement on Form N-14 of Lord Abbett
Investment Trust of our reports on the financial statements of the Lord Abbett
Investment Trust - Limited Duration U.S. Government Securities Series dated
December 8, 1995 and Lord Abbett Securities Trust - Limited Duration U.S.
Government Securities Trust dated December 8, 1995, which are contained in the
respective 1995 Annual Reports and are incorporated by reference in such
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights" in the Prospectus and to the references to us
under the headings of "Investment Advisory and Other Services" and "Financial
Statements" in the Statement of Additional Information of Lord Abbett Investment
Trust - Limited Duration U.S. Government Securities Series dated December 27,
1994 and Lord Abbett Securities Trust Limited Duration U.S. Government
Securities Trust dated December 27, 1994, which are incorporated by reference in
such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
February 29, 1996
Exhibit 14(b)
-------------
January 26, 1996
BY HAND DELIVERY
- - ----------------
Internal Revenue Service
Associate Chief Counsel (Domestic)
1111 Constitution Avenue, N.W.
Washington, D.C. 20224
Attention: CC:DOM:FIP2
- - --------- Susan Baker
Room 4316
Re: TR-31-2400-95
Request for Rulings Under
Sections 562 and 852(b)(2)(D)
-----------------------------
Dear Associate Chief Counsel (Domestic):
By letter dated October 19, 1995 (the "Original Request"), the Lord Abbett
funds listed on Schedule A thereto requested that the Internal Revenue Service
issue rulings (1) that the dividends paid on each class of shares issued by them
-
will be eligible for the dividends-paid deduction under sections 561 and
852(b)(2)(D) of the Internal Revenue Code and (2) that the creation of multiple
-
classes of shares will not affect the classification of any such fund as a
regulated investment company under section 851(a) and (h) of the Code.
<PAGE>
Internal Revenue Service 2 January 26, 1996
We now wish to request that you issue similar rulings with respect to two
additional funds, Growth and Income Trust of Lord Abbett Securities Trust and
the Small-Cap Series of Lord Abbett Research Fund, Inc. All defined terms in
this request have the meanings set forth in the Original Request.
Growth and Income Trust
-----------------------
Growth and Income Trust (TIN 13-3731505) is a series of Lord Abbett
Securities Trust ("Securities Trust"), an open-end management investment company
organized as a Delaware business trust on February 26, 1993. Securities Trust
is registered as an open-end management investment company under the 1940 Act.
A copy of Securities Trust's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated June 15, 1995, is attached as
Exhibit N.
Growth and Income Trust is diversified and has met and intends to continue
to meet the diversification rules under Subchapter M of the Internal Revenue
Code. Its taxable year ends on October 31. The investment objective of Growth
and Income Trust is long-term growth of capital and income without excessive
fluctuations in market value. It normally invests in common stocks of large,
seasoned companies in sound financial condition which are expected to show
above-average price appreciation.
Growth and Income Trust currently has outstanding only a single class of
shares. All shares have equal voting rights and equal rights with respect to
dividends, assets, and liquidation. They are fully paid and non-assessable when
issued and have no preemptive or conversion rights. There are no restrictions
on transfer.
Growth and Income Trust has adopted a Rule 12b-1 Plan. Under the 12b-1
Plan, Growth and Income Trust pays Lord Abbett (1) a service fee and a
-
distribution fee, at the time shares are sold, not to exceed .25% and .75%,
respectively, of the net asset value of such shares and (2) at each quarter-end
-
after the first anniversary of the sale of shares, fees for services and
distribution at annual rates not to exceed .25% and .75%, respectively, of the
average annual net asset value of such shares outstanding (payments with respect
to shares
<PAGE>
Internal Revenue Service 3 January 26, 1996
not outstanding during the full quarter are prorated). Sales in clause (1)
exclude shares issued for reinvested dividends and distributions and shares
outstanding in clause (2) include shares issued for reinvested dividends and
distributions after the first anniversary of their issuance. Lord Abbett may
retain from the quarterly distribution fee, for the payment of distribution
expenses incurred directly by it, an amount not to exceed .10% of the average
annual net asset value of such shares outstanding. No dealer shall receive for
service more than .25% of the average annual net asset value of shares sold by
the dealer. Lord Abbett is required to pay the sales distribution fee to
dealers as compensation for selling Growth and Income Trust's shares.
If shares of Growth and Income Trust are redeemed for cash before the first
anniversary of their purchase, the redeeming shareholder will be required to pay
a contingent deferred reimbursement charge of 1% of the lower of cost or the
then net asset value of the shares redeemed. If the shares are exchanged into
another series of Securities Trust or 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 by the
other series or GSMMF for Growth and Income Trust.
The Small-Cap Series
--------------------
The Small-Cap Series (TIN 13-3862601) is a newly-organized series of
Research Fund, which is described at page 9 of the Original Request. It plans
to begin offering its shares on or after February 20, 1996. The Small-Cap
Series intends to qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code. The Small Cap Series' taxable year ends on
November 30. The investment objective of the Small-Cap Series is to seek
long-term capital appreciation through investments primarily in equity
securities which are believed to be undervalued in the marketplace. A copy of
Research Fund's most recent amendment to its Form N-1A describing the Small-Cap
Series, which was filed with the Securities and Exchange Commission on
December 7, 1995, is attached as Exhibit O.
The Small-Cap Series currently has outstanding only a single class of
shares, $.001 par value. All shares have
<PAGE>
Internal Revenue Service 4 January 26, 1996
equal voting rights and equal rights with respect to dividends, assets, and
liquidation. They are fully paid and nonassessable when issued and have no
preemptive or conversion rights. There are no restrictions on transfer.
As stated in the Original Request, Research Fund has not adopted a Rule
12b-1 Plan.
The Statement of Facts, Rulings Requested, Discussion and Procedural
Statements with respect to Growth and Income Trust and the Small-Cap Series are
otherwise as set forth in the Original Request, except that "Revenue Procedure
96-1" is substituted for "Revenue Procedure 95-1" and the check for the user fee
specified in section 14.02 and Appendix A of Revenue Procedure 96-1 is endorsed
in the amount of $300.
Respectfully submitted,
Seth L. Rosen
<PAGE>
October 19, 1995
BY HAND DELIVERY
- - ----------------
Internal Revenue Service
Associate Chief Counsel (Domestic)
1111 Constitution Avenue, N.W.
Washington, D.C. 20224
Attention: CC:DOM:FI&P
- - ---------
Request for Rulings Under
Sections 562 and 852(b)(2)(D)
-----------------------------
The Lord Abbett funds listed on Schedule A (collectively, the "Lord Abbett
Funds" or the "Funds") hereby request that the Internal Revenue Service (the
"Service") issue rulings (1) that the dividends paid on each class of shares
-
issued by them will be eligible for the dividends-paid deduction under sections
561 and 852(b)(2)(D) of the Internal Revenue Code (the "Code") and (2) that the
-
creation of multiple classes of shares will not affect the classification of any
Fund as a regulated investment company under section 851(a) and (h) of the Code.
<PAGE>
Internal Revenue Service 2 October 19, 1995
STATEMENT OF FACTS
------------------
THE FUNDS
- - ---------
The principal office of each of the Lord Abbett Funds is located at
The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203
(telephone number (212) 848-1800). Each of the Lord Abbett Funds files its tax
returns with the Internal Revenue Service Center in Holtsville, New York and is
subject to the audit jurisdiction of the District Director, Manhattan District,
New York, New York.
The Investment Manager for each of the Lord Abbett Funds is Lord,
Abbett & Co. ("Lord Abbett"), a partnership organized under the laws of New
York, located at The General Motors Building, 767 Fifth Avenue, New York, New
York 10153-0203 (Taxpayer ID No. 13-5620131). Pursuant to a Distribution
Agreement for each Fund, Lord Abbett also acts as the distributor of the shares
for each of the Funds (other than Lord Abbett Research Fund Inc.).
AFFILIATED FUND, INC. (TIN 13-6020600) ("Affiliated Fund") is a
diversified, open-end management investment company re-organized in 1934 and
incorporated under the laws of Maryland on November 26, 1975. The fund is
registered as a diversified, open-end management investment company under the
Investment Company Act of 1940, 15 U.S.C. (S) 80a-1 et seq. (the "1940 Act"). A
copy of Affiliated Fund's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated March 1, 1995 containing the fund's
Prospectus and Statement of Additional Information, is attached as Exhibit A.
Affiliated Fund currently has a single class of shares, $1.25 par
value, with equal rights as to voting, dividends, assets and liquidation. There
are no conversion or preemptive rights, and no restrictions on transfer.
Affiliated Fund qualifies as a regulated investment company under Subchapter M
of the Internal Revenue Code. Its taxable year ends on October 31. The
investment objective of Affiliated Fund is long-term growth of capital and
income without excessive fluctuations in market value.
<PAGE>
Internal Revenue Service 3 October 19, 1995
Affiliated Fund has adopted a distribution plan pursuant to Rule
12b-1,17 C.F.R. 270.12b-1, promulgated pursuant to Section 12(b) of the 1940
Act (a "12b-1 Plan"). Under its 12b-1 Plan, Affiliated Fund pays Lord Abbett (1)
-
an annual service fee (payable quarterly) of .15% of the average daily net asset
value of Affiliated Fund's shares sold by dealers prior to June 1, 1990 and .25
of the average daily net asset value of shares sold by dealers on or after that
date and (2) a one-time 1% sales distribution fee, at the time of sale, on all
-
sales of over $1 million by dealers, including sales qualifying at such level
under the rights of accumulation and statement of intention privileges./1/
Lord Abbett is required to pay the sales distribution fee to dealers as
compensation for selling Affiliated Fund's shares.
LORD ABBETT BOND-DEBENTURE FUND, INC. (TIN 13-2669319) ("Bond Fund")
is a diversified, open-end management investment company incorporated under the
laws of Maryland on January 23, 1976. Bond Fund is registered as a diversified,
open-end management investment company under the 1940 Act. A copy of the fund's
most recent Post-
- - ---------------------------
1. For each of the Funds, each holder of Fund shares on which the 1% sales
distribution fee has been paid is required to pay to the Fund a contingent
deferred reimbursement charge of 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 Funds on or before the end of the twenty-fourth month after the
month in which the purchase occurred (subject to certain exceptions, including
certain redemptions by tax-qualified plans under Section 401 of the Internal
Revenue Code). If the shares have been 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 will be collected for the initial Fund
by the other Fund. Each Fund also collects such a charge for other Lord Abbett
Funds in similar situations. Shares of a Fund or series on which the 1% sales
distribution fee has been paid may not be exchanged into a Fund or series with a
Rule 12b-1 Plan for which the payment provisions have not been in effect for at
least one year.
<PAGE>
Internal Revenue Service 4 October 19, 1995
Effective Amendment to its Registration Statement on Form N-1A, dated May 1,
1995, is attached as Exhibit B.
Bond Fund currently has outstanding a single class of shares, $1.00
par value, with equal rights as to voting, dividends, assets and liquidation.
The shares are fully paid and nonassessable when issued and have no preemptive
or conversion rights. There are no restrictions on transfer. Bond Fund
qualifies as a regulated investment company under Subchapter M of the Internal
Revenue Code. Its taxable year ends on December 31. The investment objective
of Bond Fund is high current income and the opportunity for capital appreciation
to produce a high total return through a professionally-managed portfolio
consisting primarily of convertible and discount debt securities, many of which
are lower-rated.
Bond Fund has adopted a Rule 12b-1 Plan. Under its Rule 12b-1 Plan,
Bond Fund pays Lord Abbett (1) an annual service fee (payable quarterly) of .25%
-
of the average daily net asset value of Bond Fund's shares sold by dealers on or
after June 1, 1990 and .15% of the average daily net asset value of shares sold
by dealers prior to that date and (2) a one-time 1% sales distribution fee, at
-
the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the sales distribution fee
to dealers as compensation for selling Bond Fund shares.
LORD ABBETT CALIFORNIA TAX-FREE INCOME FUND, INC. (TIN 13-3271131)
("California Fund") is a diversified, open-end management investment company
incorporated under the laws of Maryland on May 21, 1985. California Fund is
registered as a diversified, open-end management investment company under the
1940 Act. A copy of the fund's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A, dated January 1, 1995, is attached as
Exhibit C.
California Fund has a single class of shares, $.001 par value, with
equal rights as to voting, dividends, assets and liquidation. They are fully
paid and nonassessable when paid for and issued and have no preemptive or
conversion rights. There are no restrictions
<PAGE>
Internal Revenue Service 5 October 19, 1995
on transfer. California Fund qualifies as a regulated investment company under
Subchapter M of the Internal Revenue Code. Its taxable year ends on August 31.
The investment objective of California Fund is to seek as high a level of
interest income exempt from both federal income tax and California personal
income tax as is consistent with preservation of capital by investing primarily
in a diversified portfolio of California municipal bonds.
California Fund has adopted a Rule 12b-1 Plan whereby California Fund
pays Lord Abbett (1) an annual fee for services (payable quarterly) of .25% of
-
the average daily net asset value of shares sold by dealers and (2) a one-time
-
1% sales distribution fee, at the time of sale, on all sales over $1 million by
dealers, including sales qualifying at such level under the rights of
accumulation and statement of intention privileges. Lord Abbett is required to
pay the sales distribution fee to dealers as compensation for selling California
Fund's shares.
LORD ABBETT DEVELOPING GROWTH FUND, INC. (TIN 13-2755091) ("Growth
Fund") is a diversified, open-end management investment company incorporated
under the laws of Maryland on August 21, 1978 and its predecessor corporation
was organized on July 11, 1973. Growth Fund is registered as a diversified,
open-end management investment company under the 1940 Act. A copy of Growth
Fund's most recent Post-Effective Amendment to its Registration Statement on
Form N-1A, dated June 1, 1995, is attached as Exhibit D.
Growth Fund has a single class of shares, $1.00 par value, with equal
rights to voting, dividends, assets, and liquidation. There are no conversion
or preemptive rights and no restrictions on transfer. Growth Fund qualifies as
a regulated investment company under Subchapter M of the Internal Revenue Code.
Its taxable year ends on January 31. The investment objective of Growth Fund is
long-term growth of capital through a diversified and actively-managed portfolio
consisting of developing growth companies, many of which are traded over the
counter.
Growth Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Growth Fund pays Lord Abbett (1) an annual service fee (payable quarterly) of
-
..25% of the average daily net asset value of Growth Fund's shares sold by
dealers on
<PAGE>
Internal Revenue Service 6 October 19, 1995
or after June 1, 1990 and .15% of the average daily net asset value of shares
sold by dealers prior to that date and (2) a one-time 1% sales distribution fee,
-
at the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the sales distribution fee
to dealers as compensation for selling Growth Fund's shares.
LORD ABBETT FUNDAMENTAL VALUE FUND, INC. (TIN 13-3342841)
("Fundamental Value Fund") is a diversified, open-end management investment
company incorporated under the laws of Maryland on March 26, 1986. Fundamental
Value Fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of the fund's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A, dated November 1, 1994, is
attached as Exhibit E.
All of Fundamental Value Fund's shares are of a single class and each
has a par value of $.10. All shares have equal noncumulative voting rights and
equal rights with respect to dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Fundamental
Value Fund qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code. Its taxable year ends on June 30. The investment
objectives of Fundamental Value Fund are growth of capital and growth of income
consistent with reasonable risk. Production of current income is a secondary
consideration.
Fundamental Value Fund has adopted a Rule 12b-1 Plan. The 12b-1 Plan
provides for the payment to Lord Abbett of (1) an annual service fee (payable
-
quarterly) of .25% of the average daily net asset value of Fundamental Value
Fund shares sold by dealers, and (2) a one-time 1% sales distribution fee, at
-
the time of sale, on all sales over $1 million by dealers, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the full amount of the
sales distribution fees to dealers as compensation for selling Fundamental Value
Fund's shares.
<PAGE>
Internal Revenue Service 7 October 19, 1995
LORD ABBETT GLOBAL FUND, INC. ("Global Fund") is a diversified, open-
end management investment company incorporated under the laws of Maryland on
February 23, 1988. The fund is registered as a diversified, open-end management
investment company under the 1940 Act. A copy of the fund's most recent Post-
Effective Amendment to its Registration Statement on Form N-1A, dated May 1,
1995, is attached as Exhibit F.
Global Fund is organized as a series fund, currently comprised of two
separate portfolios, EQUITY SERIES (TIN 13-3460109) and INCOME SERIES (TIN 13-
3460111). Each series qualifies as a regulated investment company under
Subchapter M of the Internal Revenue Code. Each series' taxable year ends on
December 31. The investment objective of Equity Series is long-term growth of
capital and income consistent with reasonable risk. The production of current
income is a secondary consideration for Equity Series. The investment objective
of Income Series is high current income consistent with reasonable risk.
Capital appreciation is a secondary consideration for Income Series.
Lord Abbett has entered into an agreement with Dunedin Fund Managers
Limited, under which it provides Lord Abbett with advice with respect to that
portion of Global Fund's assets invested in foreign countries.
Each series currently has outstanding only a single class of shares
and each share has a par value of $.001. Within each series, all shares have
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer.
Global Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Global Fund pays to Lord Abbett (1) an annual service fee (payable quarterly) of
-
..25% of the average daily net asset value of Global Fund's shares sold by
dealers and (2) a one-time 1% sales distribution fee, at the time of sale, on
-
all sales over $1 million by dealers on or after June 1, 1990, including sales
qualifying at that level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the full amount of the
sales distribution fees to dealers as compensation for selling Global Fund's
shares.
<PAGE>
Internal Revenue Service 8 October 19, 1995
LORD ABBETT INVESTMENT TRUST ("Investment Trust"), is a diversified,
open-end management investment company organized as a Delaware business trust on
August 16, 1993. Investment Trust is registered as a diversified, open-end
management investment company under the 1940 Act. A copy of the fund's most
recent Post-Effective Amendment to its Registration Statement on Form N-1A,
dated June 15, 1995, is attached as Exhibit G.
Investment Trust is organized as a series fund, currently comprised of
two separate portfolios, LIMITED DURATION U.S. GOVERNMENT SECURITIES SERIES (TIN
13-3731507) and BALANCED SERIES (TIN 13-3799450). Each series qualifies as a
regulated investment company under Subchapter M of the Internal Revenue Code.
Each series' taxable year ends on October 31. The investment objective of
Limited Duration U.S. Government Securities Series is to seek a high income from
a portfolio consisting primarily of limited duration U.S. government securities.
The investment objective of Balanced Series is to seek current income and
capital growth.
Each series currently has outstanding only a single class of shares.
Each share has no par value. Within each series, all shares have equal rights as
to voting, dividends, assets and liquidation. There are no conversion or
preemptive rights, and no restrictions on transfer.
Investment Trust has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Investment Trust pays Lord Abbett (1) an annual service fee (payable quarterly)
-
of .25% of the average daily net asset value of the series' shares sold by
dealers from the commencement of the series' public offering and (2) with
-
respect to sales at the breakpoint of $1 million or more, a one-time 1%, .50% or
..25% distribution fee, with respect to sales at the time of sale, on shares sold
at net asset value of $1 million but less than $3 million, $3 million but less
than $10 million or $10 million or more, respectively. Sales qualifying at such
levels in clause (2) under rights of accumulation and statement of intention
privileges are included. Lord Abbett is required to pay the sales distribution
fee to dealers as compensation for selling Investment Trust's shares.
<PAGE>
Internal Revenue Service 9 October 19, 1995
LORD ABBETT RESEARCH FUND, INC. ("Research Fund") is a diversified,
open-end management investment company incorporated under the laws of Maryland
on April 6, 1992. Research Fund is registered as a diversified, open-end
management investment company under the 1940 Act. A copy of Research Fund's
most recent Post-Effective Amendment to Registration Statement on Form N-1A,
dated April 1, 1995, is attached as Exhibit H.
Research Fund is organized as a series fund, currently comprised of
two separate portfolios, SERIES 1 (TIN 13-6995863), and LORD ABBETT MID CAP
RESEARCH FUND (TIN 13-3842507). Each series qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Each series' taxable
year ends on November 30. The investment objective of Series 1 is growth of
capital and growth of income consistent with reasonable risk. Production of
current income is a secondary consideration. The investment objective of Lord
Abbett Mid Cap Research Fund is to seek capital appreciation through investments
primarily in equity securities which are believed to be undervalued in the
marketplace.
Each series currently has outstanding only a single class of shares,
$.001 par value. Within each series, all shares have equal voting rights and
equal rights with respect to dividends, assets, and liquidation. They are fully
paid and nonassessable when issued and have no preemptive or conversion rights.
There are no restrictions on transfer.
Research Fund has not adopted a Rule 12b-1 Plan.
LORD ABBETT TAX-FREE INCOME FUND, INC. (the "Tax-Free Fund") is an
open-end management investment company incorporated under the laws of Maryland
on December 27, 1983. Tax-Free Fund is registered as an open-end management
investment company under the 1940 Act. A copy of the fund's most recent Post-
Effective Amendment to its Registration Statement on Form N-1A, dated June 15,
1995, is attached as Exhibit I.
Tax-Free Fund is organized as a series fund, currently comprised of
nine separate portfolios, NATIONAL SERIES (TIN 13-3397836), CONNECTICUT SERIES
(TIN 13-
<PAGE>
Internal Revenue Service 10 October 19, 1995
3608057), HAWAII SERIES (TIN 13-3635800), MINNESOTA SERIES (TIN 13-3799448),
MISSOURI SERIES (TIN 13-3616715), NEW JERSEY SERIES (TIN 13-3603812),
NEW YORK SERIES (TIN 13-3386492), TEXAS SERIES (TIN 13-3386494) and WASHINGTON
SERIES (TIN 13-3664187). National Series is diversified under the 1940 Act;
each of the other series is nondiversified. All of the series have met and
intend to continue to meet the diversification rules under Subchapter M of the
Internal Revenue Code. Each series' taxable year ends on September 30. The
investment objective for each series is to seek as high a level of interest
income exempt from federal income tax as is consistent with preservation of
capital by investing in municipal bonds. Except for National, Texas and
Washington Series, each series also seeks as high a level of interest income
exempt from its state's personal income tax and, in the case of New York Series,
from New York City personal income tax, as is consistent with preservation of
capital.
Each series currently has outstanding only a single class of shares.
Each share has a par value of $.001 and has one vote. There are no liquidation,
conversion or preemptive rights, and no restrictions on transfer.
Each series has adopted a Rule 12b-1 Plan. National, New York and
Texas Series have each adopted a 12b-1 Plan under which each series pays Lord
Abbett (1) an annual fee for services (payable quarterly) of .15% of the average
-
daily net asset value of each series' shares sold by dealers prior to June 1,
1990 and .25% of the average daily net asset value of shares sold by dealers on
or after that date, and (2) a one-time 1% sales distribution fee, at the time of
-
sale, on all sales over $1 million by dealers, including sales qualifying at
such level under the rights of accumulation and statement of intention
privileges. Lord Abbett is required to pay the sales distribution fee to
dealers as compensation for selling Tax-Free Fund's shares.
Separate 12b-1 Plans have been adopted by each of Connecticut, Hawaii,
Minnesota, Missouri, New Jersey and Washington Series. Each 12b-1 Plan has
become effective except for Washington and Minnesota Series which will go into
effect on the first day of the quarter subsequent to its net assets reaching
$100 million. Each 12b-1 Plan provides for the payment of the series to Lord
Abbett of
<PAGE>
Internal Revenue Service 11 October 19, 1995
(1) an annual service fee (payable quarterly) of .25% of the average daily net
-
asset value of shares sold by dealers from commencement of the series' public
offering (in the case of Hawaii, Minnesota, New Jersey and Washington Series,
..15% of the average daily net asset value of such shares sold prior to its
effective date and .25% of the average daily net asset value of such shares sold
on or after that date), and (2) a one-time 1% sales distribution fee, at the
-
time of sale, on all sales over $1 million by dealers on or after the series'
effective date, including sales qualifying at such level under the rights of
accumulation and statement of intention privileges.
LORD ABBETT TAX-FREE INCOME TRUST ("Tax-Free Trust") is an open-end
non-diversified management investment company organized as a Massachusetts
business trust on September 11, 1991. Tax-Free Trust is registered as an open-
end management investment company under the 1940 Act. A copy of Tax-Free Trust's
most recent Post-Effective Amendment to its Registration Statement on Form N-1A,
dated June 15, 1995, is attached as Exhibit J.
Tax-Free Trust is organized as a series fund, currently comprised of
four separate portfolios, FLORIDA SERIES (TIN 13-3633027), GEORGIA SERIES (TIN
13-3799446), PENNSYLVANIA SERIES (TIN 13-3646755) and MICHIGAN SERIES (TIN
13-3692073). Each of the four series, although non diversified under the 1940
Act, meets the diversification rules of and qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Each series' taxable
year ends on October 31. The investment objective of each series is to seek as
high a level of interest income exempt from federal income tax and its
respective state's personal income tax, if any, as is consistent with
preservation of capital by investing primarily in a diversified portfolio of
municipal bonds.
Each series currently has outstanding only a single class of shares.
Each share has no par value. Within each series, all shares have equal voting
rights and equal rights with respect to dividends, assets, and liquidation.
There are no conversion or preemptive rights, and no restrictions on transfer.
<PAGE>
Internal Revenue Service 12 October 19, 1995
Each series has adopted a Rule 12b-1 Plan. The 12b-1 Plan fees
indicated below will go into effect on the first day of the calendar quarter
subsequent to the series' net assets reaching $100 million. Under the 12b-1
Plan the series will pay Lord Abbett (1) an annual service fee (payable
-
quarterly) of .25% of the average daily net asset value of the series' shares
sold by dealers on or after the 12b-1 Plans' effective date and .15% of the
average daily net asset value of shares sold by dealers prior to that date and
(2) a one-time 1% sales distribution fee, at the time of sale, on all sales over
- - --
$1 million by dealers, on or after the series' effective date, including sales
qualifying at such level under the rights of accumulation and statement of
intention privileges. Lord Abbett is required to pay the sales distribution fee
to dealers as compensation for selling Tax-Free Trust's shares.
LORD ABBETT U.S. GOVERNMENT SECURITIES FUND, INC. (TIN 13-6020601)
("Government Fund") is a diversified, open-end management investment company
organized in 1932 and re-incorporated under the laws of Maryland on July 9,
1975. The fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of the fund's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A, dated April 1, 1995, is
attached as Exhibit K.
Government Fund has a single class of shares, $1.00 par value, with
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Its taxable
year ends on November 30. The investment objective of Government Fund is high
current income with relatively low risk of price decline. This objective is
sought by investing primarily in U.S. government securities.
Government Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan,
Government Fund pays Lord Abbett (1) an annual service fee (payable quarterly)
-
of .25% of the average daily net asset value of Government Fund's shares
attributable to sales by dealers on or after September 1, 1985 and .15% of the
average daily net asset value of shares sold by dealers prior to that date and
(2) a one-time 1% sales distribution fee, at the time of sale, on all sales over
- - --
$1 million by dealers, including sales qualifying at
<PAGE>
Internal Revenue Service 13 October 19, 1995
such level under the rights of accumulation and statement of intention
privileges. Lord Abbett is required to pay the sales distribution fee to
dealers as compensation for selling Government Fund's shares.
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC. (TIN
13-2986729) ("Money Market Fund") is a diversified, open-end management
investment company incorporated under the laws of Maryland on May 9, 1979. Money
Market Fund is registered as a diversified, open-end management investment
company under the 1940 Act. A copy of Money Market Fund's most recent
Registration Statement on Form N-1A, dated November 1, 1994, is attached as
Exhibit L.
Money Market Fund has a single class of shares, $.001 par value, with
equal rights as to voting, dividends, assets and liquidation. There are no
conversion or preemptive rights, and no restrictions on transfer. Money Market
Fund qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code. Its taxable year ends on June 30. The investment
objective of Money Market Fund is to provide high current income and
preservation of capital through investments in high-quality, short-term liquid
securities. The Money Market Fund seeks to obtain its objective by investing at
least 65% of its total assets in obligations issued or backed by the U.S.
Government or its agencies or instrumentalities.
Money Market Fund has adopted a Rule 12b-1 Plan. However, payment of
the 12b-1 Plan fees has been waived since July 1, 1992. Under the 12b-1 Plan,
Money Market Fund would pay Lord Abbett, which would pass on to dealers, an
annual service fee (payable quarterly) of .15% of the average daily net asset
value of Money Market Fund's shares sold by dealers.
LORD ABBETT VALUE APPRECIATION FUND, INC. (TIN 13-3166900) ("Value
Fund"), is a diversified, open-end management investment company incorporated
under the laws of Maryland on March 14, 1983. Value Fund is registered as a
diversified, open-end management investment company under the 1940 Act. A copy
of Value Fund's most recent Post-Effective Amendment to its Registration
Statement on Form N-1A, dated May 1, 1995, is attached as Exhibit M.
<PAGE>
Internal Revenue Service 14 October 19, 1995
Value Fund has a single class of shares, $.10 par value, with equal
rights as to voting, dividends, assets and liquidation. They are fully paid and
nonassessable when issued and have no preemptive or conversion rights. There
are no restrictions on transfer. Value Fund qualifies as a regulated investment
company under Subchapter M of the Internal Revenue Code. Its taxable year ends
on December 31. The investment objective of Value Fund is to seek capital
appreciation through investments, primarily in equity securities, which are
believed to be undervalued in the marketplace.
Value Fund has adopted a Rule 12b-1 Plan. Under the 12b-1 Plan, Value
Fund pays to Lord Abbett, which passes on to dealers, (1) an annual service fee
(payable quarterly) of .25% of the average daily net asset value of Value Fund's
shares attributable to sales by dealers on or after June 1, 1990 and .15% of the
average daily net asset value of shares sold by dealers prior to that date and
(2) a one-time 1% sales distribution fee, at the time of sale, on all sales over
$1 million by dealers, including sales qualifying at such level under the rights
of accumulation and statement of intention privileges. Lord Abbett is required
to pay the full amount of the sales distribution fees to dealers as compensation
for selling Value Fund's shares.
<PAGE>
Internal Revenue Service 15 October 19, 1995
PROPOSED TRANSACTIONS
- - ---------------------
Management of the Lord Abbett Funds/2/ has proposed that the Articles
of Incorporation or Declaration of Trust of each Fund be amended to permit each
to issue additional, separate classes of shares with characteristics designed
for particular markets. A draft of the proxy materials soliciting the approval
of each Fund's shareholders for the amendment to the Articles of Incorporation
or Declaration of Trust permitting the issuance of separate classes (including
the text of the proposed amendment), will be submitted when it is filed with the
Securities and Exchange Commission./3/
Subject to the shareholders' approval of the amendments, the Board of
Directors of each Fund will redesignate its currently outstanding shares as a
separate class and will authorize the issuance of additional separate classes of
shares of each series ("Additional Classes").
The precise terms of each Additional Class will be determined by the
Board of Directors of each Fund at the time of issuance. However, each Fund
represents that, although the Additional Classes may be sold under different
sales arrangements, the shares of the Additional Classes offered by each Fund
will otherwise be identical to the currently outstanding shares of that Fund,
with the following exceptions:
(i) A 12b-1 Fee equal to a percentage of average daily net asset
-
value may or may not be charged under a 12b-1 Plan to each of the Additional
Classes, and the level of 12b-1 Fees may vary from class to class. The
- - -----------------------
2. As used herein, the term "Fund" refers to each taxpayer designated on
Schedule A, regardless of whether the entity is structured as a separate
corporation or trust or as a series of a corporation or trust.
3. No shareholder vote is required for Tax-Free Trust. A copy of its proposed
amendment will be submitted with the other amendments. No amendment is
required for Investment Trust.
<PAGE>
Internal Revenue Service 16 October 19, 1995
Additional Classes may bear different service and distribution fees under 12b-1
Plans, may bear different costs relating to shareholder or director (trustee)
approval of or amendments to 12b-1 Plans or may have front end loads or other
sales charges or non-12b-1 shareholder service plan fees (collectively, "Plan
Payments"). Services provided pursuant to 12b-1 Plans or non-12b-1 shareholder
service plans may include (1) preparing, producing, and delivering printed
materials to shareholders, including reports, prospectuses and proxies, (2)
advertising, and (3) promoting and selling shares. Such services may also
include certain administrative services associated with (1) maintaining and
processing customer accounts and records, such as data maintenance and
communication, and systems servicing; (2) handling shareholder inquiries and
communications, including postage and shipping charges; (3) recordkeeping and
shareholder accounting, including related storage and shipping; (4) shareholder
servicing; and (5) processing dividend payments on behalf of customers.
(ii) Each class will bear different "Specially Allocated Expenses,"
--
which are Fund expenses and fees (other than Plan Payments) allocated to that
class and not allocated on a pro rata basis across different classes. These may
include registration fees under state Blue Sky laws; SEC registration fees;
accounting expenses; auditors fees, litigation expenses and legal fees and
expenses relating to a class; and expenses incurred in connection with
shareholder or director (trustee) meetings as a result of issues relating to a
class.
Specially Allocated Expenses may also include other expenses related
solely to a particular class of shareholders and administrative expenses
required to support shareholders of that class, to the extent that such expenses
are incidental to the class expenses specifically enumerated in the paragraph
above.
The taxpayer represents that the only expenses allocated to the
classes disproportionately will be Specially Allocated Expenses and Plan
Payments. The Specially Allocated Expenses allocated to each share of
<PAGE>
Internal Revenue Service 17 October 19, 1995
a class during a year will differ from the Specially Allocated Expenses
allocated to each share of any other class of the same Fund by less than 50
basis points of the average daily net asset value of the class of shares of such
Fund with the smallest average net asset value.
Any distribution on shares of a class will differ from the
distribution on shares of other classes of the same Fund only as a result of the
allocation of Specially Allocated Expenses and Plan Payments and the effects of
such allocation.
(iii) The designation of each class of shares of a Fund will be
---
different.
(iv) The effect of the sales charges for each class will differ.
--
(v) Voting rights on matters affecting only one class will vary in
-
accordance with the procedures set forth in Rule 12b-1 and Rule 18f-3.
(vi) Different classes of shares may have different conversion
--
features.
(vii) Each class may have different privileges of reinvestment with a
---
reduced sales load after redemption, as will be specified from time to time in
the relevant prospectus disclosure.
(viii) Different classes of shares may have different exchange
privileges.
Dividends paid by each Fund with respect to various classes of shares
will be calculated in the same manner and at the same time on the same day.
Amounts payable as dividends, however, will vary because of the differing
amounts of Specially Allocated Expenses and Plan Payments borne exclusively by a
particular class.
The net asset value per share and net income per share of a particular
class will also vary owing to the differing amounts of Specially Allocated
Expenses and Plan Payments. Because gross income and other expenses would be
<PAGE>
Internal Revenue Service 18 October 19, 1995
allocated daily to a class based on its net asset value, more income would be
allocated per share to classes with lower per share class expenses than to
classes with higher per share expenses. Further, this net income differential
would tend to increase during the course of the dividend period until the
accumulated income is declared as a dividend at the close of the period.
On each day that it determines net asset value per share each Fund
will first allocate its gross investment income less expenses other than
Specially Allocated Expenses or Plan Payments among all shares of that Fund
regardless of class in accordance with net asset values determined as of the
preceding day. Specially Allocated Expenses and Plan Payments allocated to a
particular class will then be subtracted from the amounts otherwise allocable to
that class, to determine the net asset value of the shares of each class.
RULINGS REQUESTED
-----------------
We respectfully request that you rule that:
1. The adoption of the proposed multiple class system will not cause
dividends declared and paid by any of the Funds to be preferential
dividends within the meaning of section 562(c) of the Code and each
Fund will therefore be eligible for the dividends paid deduction under
sections 561 and 852 of the Code, provided that each Fund otherwise
continues to meet the criteria of those two sections.
2. The creation of multiple classes of shares within each Fund will not
affect the classification of each Fund as a regulated investment
company under section 851(a) or (h).
3. There will be no federal income tax consequences to the holders of
currently outstanding shares of any Fund as a result of the
reclassification of the shares held by such holders as a separate
class of each Fund.
<PAGE>
Internal Revenue Service 19 October 19, 1995
DISCUSSION
----------
Each share of each Additional Class that will be offered by each Fund
will represent an equal interest in the same portfolio of investments and
(except as specified in paragraphs (i) through (viii) above) will have voting,
dividend, and liquidation rights that are identical to those of the currently
outstanding shares of that Fund. Each class of new shares may be subject to its
own 12b-1 Fees, non-12b-1 shareholder service plan fees or other Plan Payments
and some of the classes may be subject to different levels of Plan Payments.
Although Specially Allocated Expenses will be allocated differently between the
classes, each Fund has represented that the Specially Allocated Expenses
allocated to each share of a class during a year will differ from Specially
Allocated Expenses allocated to each share of any other class of the same Fund
by less than 0.50% of the average net asset value per share of the class with
the smallest net asset value per share.
The facts and representations presented above are similar to those
described in Private Letter Ruling 9522045 (March 7, 1995), Private Letter
Ruling 9422026 (March 1, 1994) and numerous other rulings.
In those rulings, the Service has stated that for purposes of section
562(c) of the Code, sales loads, 12b-1 Fees and other Plan Payments are
essentially treated as direct and indirect shareholder expenses that should not
be taken into account in determining whether distributions are preferential.
Cf., Treas. Reg. (S) 1.67-2T(k), Examples 3 and 4. As a result, amounts
- - --
distributed with respect to different classes of shares of each Fund will
effectively differ only as a result of the Specially Allocated Expenses, which
will be limited as described in paragraph (ii) above. As noted in the prior
rulings, section 562(c) treats as pro rata those distributions that differ by a
de minimis amount because of the allocation of fund expenses. H.R. Rep. No.
1860, 75th Cong., 3d Sess. 23 (1938). Accordingly, dividends paid by each Fund
after the adoption of the multiple class system will not be preferential within
the meaning of section 562(c) of the Code.
Moreover, the Service has found in the prior rulings that differences
in class-designations, voting
<PAGE>
Internal Revenue Service 20 October 19, 1995
rights, sales charges and class-specific expenses, like those described above,
are insufficient to cause the shares to be classified as different classes for
purposes of the Code. As a result, the designation of outstanding shares as
belonging to a particular class should have no tax effect.
As a result, the adoption of the multiple class system as described
above should have no effect on the qualification of each Fund as a regulated
investment company under sections 851 and 852 of the Code.
PROCEDURAL STATEMENTS
---------------------
To the best of the knowledge of each Fund and its representative,
issues identical to those involved in this ruling request are not raised in an
earlier return of any Fund (or in a return for any year of a related taxpayer
within the meaning of section 267 of the Code, or of a member of an affiliated
group of which any Fund is also a member within the meaning of section 1504).
To the best of the knowledge of each Fund and its representative, the
Service has not previously ruled on issues identical or similar to those raised
in this ruling request for any Fund (or a related taxpayer within the meaning of
section 267 of the Code, or a member of an affiliated group within the meaning
of section 1504) or a predecessor, nor has any Fund, a related taxpayer, a
predecessor, or their representatives previously submitted the same or similar
issues to the Service but withdrawn them before a letter ruling or determination
letter was issued.
To the best of the knowledge of each Fund and its representative, the
taxpayer, a related taxpayer, or a predecessor has not previously submitted a
request involving the same or a similar issue that is currently pending with the
Service, nor is the taxpayer or a related taxpayer presently submitting another
request involving the same or similar issues to the Service at the same time as
this request.
Each Fund believes that the law in connection with this ruling request
is unclear and that the issues raised herein are not adequately addressed by the
relevant authorities.
<PAGE>
Internal Revenue Service 21 October 19, 1995
No Fund is aware of any pending legislation which may affect the
proposed transactions nor is any Fund aware of any authorities contrary to the
positions advanced herein.
The declarations required by section 601.201(e)(1) of the Regulations,
signed by an officer of each Fund on behalf of that Fund, who has personal
knowledge of the material facts, is enclosed.
If any additional information is desired, please call Seth L. Rosen of
Debevoise & Plimpton ((212) 909-6373). Enclosed herewith are powers of attorney
authorizing Mr. Rosen and Jonathan A. Small of this firm to represent each Fund
in this matter. If for any reason the rulings request ed cannot be issued on
the basis of the information con tained herein, together with any additional
information, we hereby request a conference.
Your ruling letter should be addressed to each Fund, with a copy to
the undersigned.
We request that an advance copy of the letter ruling be issued by
facsimile pursuant to section 8.02(5) of Revenue Procedure 95-1, 1995-1 I.R.B.
9. The facsimile copy should be sent to Seth L. Rosen, c/o Debevoise &
Plimpton, at (212) 909-6836. The Funds hereby waive any disclosure violations
which may result from the facsimile transmission, but ask that you take certain
precautions to protect confidential information in accordance with section
8.02(5) of Revenue Procedure 95-1.
A check in the amount of $7475 is enclosed as the user fee specified
in section 14.02 and Appendix A of Reve nue Procedure 95-1.
Respectfully submitted,
Seth L. Rosen
Enclosures
<PAGE>
SCHEDULE A
----------
Fund T.I.N.
- - ---- ------
Affiliated Fund, Inc. 13-6020600
Lord Abbett Bond-Debenture Fund, Inc. 13-2669319
Lord Abbett California Tax-Free
Income Fund, Inc. 13-3271131
Lord Abbett Developing Growth Fund, Inc. 13-2755091
Lord Abbett Fundamental Value Fund, Inc. 13-3342841
Lord Abbett Global Fund, Inc.
-- Equity Series 13-3460109
-- Income Series 13-3460111
Lord Abbett Investment Trust
-- Limited Duration U.S. Government
Securities Series 13-3731507
-- Balanced Series 13-3799450
Lord Abbett Research Fund, Inc.
-- Series 1 13-6995863
-- Lord Abbett Mid Cap Research Fund 13-3842507
Lord Abbett Tax-Free Income Fund, Inc.
-- National Series 13-3397836
-- Connecticut Series 13-3608057
-- Hawaii Series 13-3635800
-- Minnesota Series 13-3799448
-- Missouri Series 13-3616715
-- New Jersey Series 13-3603812
-- New York Series 13-3386492
-- Texas Series 13-3386494
-- Washington Series 13-3664187
Lord Abbett Tax-Free Income Trust
-- Florida Series 13-3633027
-- Georgia Series 13-3799446
-- Pennsylvania Series 13-3646755
-- Michigan Series 13-3692073
Lord Abbett U.S. Government Securities
Fund, Inc. 13-6020601
Lord Abbett U.S. Government Securities
Money Market Fund, Inc. 13-2986729
Lord Abbett Value Appreciation Fund, Inc. 13-3166900
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
WASHINGTON, DC 20024
U.I.L. Nos.: 0561.05-00, 0562.03-02
0851.00-00, 0852.00-01
Person to Contact:
Susan T. Baker
Telephone Number:
Seth Rosen (202) 622-3940
Debevoise & Plimpton
875 Third Avenue Refer Reply to:
New York, NY 10022 CC:DOM:FI&P:2 TR-31-2399-95
Date:
Legend:
State A = Maryland
State B = Delaware
State C = Massachusetts
Investment Manager and Distributor = Lord, Abbett & Company
Fund 1 = Affiliated Fund, Inc.
EIN: 13-6020600
Fund 2 = Lord Abbett Bond-Debenture Fund, Inc.
EIN: 13-2669319
TR-31-2400-95
Fund 3 = Lord Abbett California Tax-Free Income Fund, Inc.
EIN: 13-3271131
TR-31-2401-95
Fund 4 = Lord Abbett Developing Growth Fund, Inc.
EIN: 13-2755091
TR-31-2402-95
Fund 5 = Lord Abbett Fundamental Value Fund, Inc.
EIN: 13-3342841
TR-31-2403-95
<PAGE>
Fund 6 = Lord Abbett Global Fund, Inc.--Equity Series
EIN: 13-3460109
TR-31-2404-95
Fund 7 = Lord Abbett Global Fund, Inc.--Income Series
EIN: 13-3460111
TR-31-2405-95
Fund 8 = Lord Abbett Investment Trust--Limited Duration
U.S. Government Securities Series
EIN: 13-3731507
TR-31-2406-95
Fund 9 = Lord Abbett Investment Trust--Balanced Series
EIN: 13-3799450
TR-31-2410-95
Fund 10 = Lord Abbett Research Fund, Inc.--Series I
EIN: 13-6995863
TR-31-2411-95
Fund 11 = Lord Abbett Research Fund, Inc.--Lord Abbett Mid
Cap Research Fund
EIN: 13-3842507
TR-31-2412-95
Fund 12 = Lord Abbett Tax-Free Income Fund, Inc.--National
Series
EIN: 13-3397836
TR-31-2415-95
Fund 13 = Lord Abbett Tax-Free Income Fund, Inc.--
Connecticut Series
EIN: 13-3608057
TR-31-2417-95
Fund 14 = Lord Abbett Tax-Free Income Fund, Inc.--Hawaii
Series
EIN: 13-3635800
TR-31-2419-95
Fund 15 = Lord Abbett Tax-Free Income Fund, Inc.--Minnesota
Series
EIN: 13-3799448
TR-31-2420-95
2
<PAGE>
Fund 16 = Lord Abbett Tax-Free Income Fund, Inc.--Missouri
Series
EIN: 13-3616715
TR-31-2425-95
Fund 17 = Lord Abbett Tax-Free Income Fund,.Inc.--New Jersey
Series
EIN: 13-3603812
TR-31-2426-95
Fund 18 = Lord Abbett Tax-Free Income Fund, Inc.--New York
Series
EIN: 13-3386492
TR-31-2427-95
Fund 19 = Lord Abbett Tax-Free Income Fund, Inc.--Texas
Series
EIN: 13-3386494
TR-31-2428-95
Fund 20 = Lord Abbett Tax-Free Income Fund, Inc.--Washington
Series
EIN: 13-3664187
TR-31-2429-95
Fund 21 = Lord Abbett Tax-Free Income Trust--Florida Series
EIN: 13-3633027
TR-31-2430-95
Fund 22 = Lord Abbett Tax-Free Income Trust--Georgia Series
EIN: 13-3799446
TR-31-2431-95
Fund 23 = Lord Abbett Tax-Free Income Trust--Pennsylvania
Series
EIN: 13-3646755
TR-31-2432-95
Fund 24 = Lord Abbett Tax-Free Income Trust--Michigan Series
EIN: 13-3692073
TR-31-2433-95
Fund 25 = Lord Abbett U.S. Government Securities Money
Market Fund, Inc.
EIN: 13-2986729
TR-31-2435-95
3
<PAGE>
Fund 26 = Lord Abbett U.S. Government Securities Fund, Inc.
EIN: 13-6020601
TR-31-2435-95
Fund 27 = Lord Abbett Value Appreciation Fund, Inc.
EIN: 13-3166900
TR-31-2436-95
Fund 28 = Lord Abbett Securities Trust--Growth and Income
Trust
EIN: 13-3731505
TR-31-268-96
Fund 29 = Lord Abbett Research Fund, Inc.--Small-Cap Series
EIN: 13-3862601
TR-31-269-96
a = .50
- - -
Dear Mr. Rosen:
This ruling replies to your letters dated October 19, 1995, and
January 26, 1996, submitted an behalf of Funds I through 29, in which you
request that the Internal Revenue Service rule as follows:
(1) that the adoption of the proposed multiple class system will not
cause dividends paid on each class of shares issued by the funds to be
preferential dividends under section 562(c) of the Code, and therefore
that each fund will be eligible for the dividends-paid deduction under
sections 561 and 852(b)(2)(D) of the Code;
(2) that the creation of multiple classes of shares will not affect
the classification of the Funds as regulated investment companies (RICs)
under section 851 of the Code; and
(3) that the redesignation of currently outstanding shares of each
fund as a separate class of shares pursuant to the proposed multiple class
system will not result in gain or loss or in other Federal income tax
consequences to the holders of currently outstanding shares.
4
<PAGE>
FACTS
Funds are open-end management investment companies registered under
the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq., as amended (the
-- ---
1940 Act), and are structured as corporations, as trusts, or as series of
corporations or trusts. Each qualified as a regulated investment company (RIC)
under Subchapter M, part 1, of the Code. Funds 1 through 7, 10 through 20, and
25 through 27 are incorporated under the laws of State A. Funds 6 and 7, Funds
10, 11, and 29, and Funds 12 through 20 are organized as series funds under the
laws of State A. Funds 8 and 9 are organized as business trusts under the laws
of State B. Funds 21 through 24 are organized as a series fund under the laws of
State C. Fund 28 is organized as a series fund under the laws of State B.
Investment Advisor and Distributor provides investment advice for each
of the funds. The shares of the funds, with the exception of shares of Funds 10
and 11, are marketed pursuant to distribution agreement with Investment Advisor
and Distributor.
Shares of the funds are sold subject to differing sales arrangements.
Under Rule 12b-1 plans adopted by certain of the funds, an annual service fee
equal to a percentage of the average daily net asset value of shares of the fund
is payable to Investment Advisor and Distributor. The level of the annual
service fee varies from fund to fund. Also payable to Investment Advisor and
Distributor under the Rule 12b-1 plans are one-time sales distribution fees,
payable at the time of sale, on sales of greater than certain specified amounts.
Investment Advisor and Distributor is required to pay the sales distribution
fees to dealers as compensation for selling shares of the funds.
Funds each have outstanding only a single class of shares. Funds have
proposed that the articles of incorporation or declaration of trust of each
fund be amended to permit each to issue additional, separate classes of shares
with characteristics designed for particular markets.
The precise terms of each additional class will be determined by the
Board of Directors of each fund at the time of issuance. Each fund represents,
however, that although the additional classes may be sold under differing sales
arrangements the shares of the additional classes offered by each fund will
otherwise be identical to outstanding shares of that fund, with the following
exceptions:
5
<PAGE>
(1) The designation of each class of shares will be different.
(2) Different classes of shares may have different conversion
features.
(3) Different classes may have different exchange privileges.
(4) Each class may have different privileges of reinvestment with a
reduced sales load after redemption.
(5) The additional classes may adopt Rule 12b-1 plans which bear
different service and distribution fees or different costs relating to
approval of or amendments to the Rule 12b-1 plans. The level of Rule 12b-1
plan fees may vary from class to class. Voting rights on matters affecting
only one class will vary in accordance with the procedures set forth in
Rule 12b-1 and Rule 18f-3.
(6) The additional classes may be sold subject to asset-based sales
charges and the effect of the sales charges for each class will differ.
(7) The additional classes may be sold subject to non-Rule 12b-1 plan
shareholder services plan fees.
(8) Each class will bear different specially allocated expenses. To
the extent the following classes of expenses can reasonably be identified
as relating to a particular class, they will be allocated to that class
and, if so allocated, will be referred to as Class Expenses:
(a) registration fees under state Blue Sky laws;
(b) SEC registration fees;
(c) accounting expenses, including auditors' fees;
(d) legal fees, including expenses of litigation;
(e) expenses incurred in connection with shareholder, director,
or trustee meetings; and
(f) administrative expenses required to support shareholders of a
particular class, to the
6
<PAGE>
extent incidental to the expenses enumerated in (a) through (e).
The funds represent that the only expenses allocated to the classes
disproportionately are Class Expenses, Rule 12b-1 plan fees and shareholder
services plan fees. The Class Expenses allocated to each share of a class during
a year will differ from the Class Expenses allocated to each share of any other
class of the same fund by less than a% of the average daily net asset value of
-
the class of shares with the smallest average net asset value.
Any distribution on shares of a class will differ from the
distribution on shares of other classes of the same fund only as a result of the
allocation of Class Expenses, Rule 12b-1 plan fees and shareholder services plan
fees and the effects of such allocation.
Investment Advisor and Distributor may waive a Rule 12b-1 plan fee in
whole or in part.
Dividends paid by each fund with respect to various classes of shares
will be calculated in the same manner and at the same time on the same day.
Amounts payable as dividends, however, will vary because of the differing
amounts of Class Expenses, Rule 12b-1 plan fees, and shareholder services plan
fees borne exclusively by a particular class.
LAW
Section 851(a) defines a RIC, in part, as a domestic corporation
registered under the 1940 Act as a management company.
Section 851 (b) limits the definition of a RIC to a corporation
meeting certain election, gross income, and diversification requirements.
Section 851(h) of the Code provides a special rule for a RIC having
more than one fund. This provision treats each fund as a separate corporation
for all purposes of the Code, other than the definitional requirement of section
851(a).
A corporation that is a RIC within the meaning of section 851 and that
is taxable under Subchapter M, part I, pays tax on its investment company
taxable income under section 852(b)(2) and on the excess, if any, of its net
7
<PAGE>
capital gain over its deduction for dividends paid, determined with reference
to capital gains dividends only under section 852(b)(3).
Section 852 provides that a RIC is not taxable under Subchapter M,
part I, unless its deduction for dividends paid (as that term is defined in
section 561(a) with certain modifications) for the taxable year equals or
exceeds a specified portion of its taxable income (with certain adjustments)
and its net tax-exempt interest income.
Section 561(a) defines the deduction for dividends paid, for purposes
of section 852, to include dividends paid during the taxable year.
Section 562(a) states that the term "dividend", except as otherwise
provided, includes only dividends described in section 316, which provides a
definition of dividends for purposes of corporate distributions.
Section 316(a) defines the term "dividend" as any distribution of
property made by a corporation to its shareholders (1) out of its earnings and
-
profits (E & P) accumulated after February 28, 1913, or (2) out of its E & P of
-
the taxable year (computed as of the close of the taxable year without
diminution by reason of any distributions made during the taxable year), without
regard to the amount of the E & P at the time the distribution was made.
Section 562(c) provides that the amount of any distribution shall not
be considered as a dividend for purposes of the dividends paid deduction under
section 561 unless the distribution is pro rata, does not prefer any shares of
stock of a class over other shares of stock of that same class, and does not
prefer one class of stock over another class except to the extent the former
class is entitled (without reference to waivers of their rights by shareholders)
to be preferred.
The legislative history and regulations show that each shareholder
within a class, as that term is used in section 562(c), has certain inherent
rights. The Revenue Act of 1936: Hearings on H.R. 12395 Before the Senate Comm.
----------------------------------------------------------------------
on Finance, 74th Cong., 2d Sess. 62 (1936); H.R. Rep. No. 1860, 75th Cong., 3d
- - ----------
Sess. 23 (1938); section 1.562-2 of the Income Tax Regulations. Each shareholder
within a class has the right to receive the same distribution on each of his
shares belonging to the class as every other shareholder within the class. In
addition, the class has the right not
8
<PAGE>
to receive less than that to which it is entitled when compared to other
classes.
A class for purposes of section 562(c), therefore, is a group of
shareholders whose rights are so closely aligned and so different from other
shareholders' rights as to warrant a conclusion that members of the group should
all be treated the same and should be protected against the infringement of
shareholders outside the group with respect to distributions. For example,
section 1.562-2(b), Example (3) of the income Tax Regulations indicates that
cumulative preferred and common stock may form two classes for these purposes.
Among the characteristics that cause cumulative preferred shareholders to be
viewed as a unit separate from common shareholders is their right to certain
preferences on distributions, on redemption, and on liquidation, and their right
to vote to protect those preferences.
ANALYSIS
In this case, shares proposed under the multiple class distribution
system represent an equal interest in the same fund of investments and will be
identical in all ways, except as follows:
1. Each class of shares will have a different designation.
2. The amount and type of asset-based sales load, if any, may differ
on each class of shares.
3. The amounts assessed to a class as a result of a shareholder
servicing plan may differ.
4. The Class Expanses enumerated above will be allocated separately to
the class of shares to which they are attributable.
5. Certain classes may adopt Rule 12b-1 plans which bear different
service and distribution fees or different costs relating to approval of or
amendments to the Rule 12b-1 plans. The level of Rule 12b-1 plan fees may
vary from class to class. Voting rights on matters affecting only one class
will vary in accordance with the procedures act forth in Rule 12b-1 and
Rule l8f-3.
6. Different classes of shares may have different conversion features.
9
<PAGE>
7. Different classes may have different privileges of reinvestment
with a reduced sales load after redemption.
8. Different classes of shares may have different exchange privileges.
These differences alone are insufficient to cause the shares proposed
under the multiple class distribution system to be treated as different classes
of shares under section 562(c).
The Rule 12b-1 fee is a fund expense for purposes of computing
investment company taxable income because it is paid by a fund from fund assets,
unlike a front-end sales load, which is viewed as a shareholder cost. See United
----------
States v. Cartwright, 411 U.S. 546 (1973), aff'q 457 F.2d 567 (1972), in which
- - -------------------- -----
the Supreme Court describes a front-end sales load as a type of brokerage
commission that is a shareholder cost. Nonetheless, fees paid pursuant to Rule
12b-1 plans are akin to front-end sales loads because both amounts are primarily
for distribution expenses. The Securities and Exchange Commission has described
Rule 12b-1 plan fees as substitutes for front-end sales loads. See Exemptions
--------------
for Certain Registered Open-End Management Investment Companies to Impose
- - -------------------------------------------------------------------------
Deferred Sales Loads, Investment Company Act Release No. 16,619, 53 FR 45,275 at
- - --------------------
45,277-78 (Nov. 9, 1988) and Payment of Asset-Based Sales Loads by Registered
----------------------------------------------------
Open-End Management Investment Companies, Investment Company Act Release No.
- - ----------------------------------------
16,431, 53 FR 23,258 at 23,270 (June 21, 1988). Thus, it appears that fees paid
pursuant to a Rule 12b-1 plan indirectly are shareholder expenses. A fund is
never out-of-pocket for amounts paid under the Rule 12b-1 plan; it is reimbursed
for these outlays by shareholders participating in the plan.
Under this analysis, a Rule 12b-1 fee can be considered an indirect
shareholder expense in determining whether distributions are preferential under
section 562(c) of the Code. Payments made pursuant to shareholder servicing
agreements also must be considered in determining whether a fund's distributions
are preferential.
When the Rule 12b-1 plan fees and fees payable under shareholder
servicing agreements are taken into account, the amounts distributed on the
shares of a fund differ by less than a%, which is de mininis. Section 562(c) of
-
the Code treats as pro rata those distributions that
10
<PAGE>
differ by a de minimis amount. H.R. Rep. No. 1860, 75th Cong., 3d Sess. 23
(1938).
We conclude from this analysis that each fund has only a single class
of stock. The differences specified above are insufficient to cause the shares
to be classified as different classes under section 562(c) of the Code. The
rights of all shareholders are so closely aligned and simi lar as to mandate
that all shareholders, who will have the benefit of the same economic
distributions, should be treated as a single class and that the conversion of
shares within that single class will have no tax affect.
HOLDINGS
Based on the facts as represented by the funds, and provided that each
fund otherwise meets the criteria of sections 561(a) and 852, we rule as
follows:
(1) that the adoption of the proposed multiple class system will not
cause dividends paid on each class of shares issued by the funds to be
preferential dividends under section 562(c) of the Code, and there fore
that each fund will be eligible for the dividends-paid deduction under
sections 561 and 852(b)(2)(D) of the Code,
(2) that the creation of multiple classes of shares will not affect
the classification of the Funds as regulated investment companies (RICs)
under section 851 of the Code,
and
(3) that the redesignation of currently out standing shares of each
fund as a separate class of shares pursuant to the proposed multiple class
system will not result in gain or loss or in other Federal income tax
consequences to the holders of currently outstanding shares.
Except as specifically ruled upon above, no opin ion is expressed or
implied regarding the Federal tax as pects of this transaction. We express no
opinion as to whether each fund will qualify as a RIC that is taxable under
Subchapter M, part 1, if expenses other than the Rule 12b-1 fees, fees paid
pursuant to shareholder servicing plans, and the Class Expenses described in
this letter are allocated to the shareholders disproportionately.
11
<PAGE>
This ruling is directed only to the funds. Section 6110(j)(3) of the
Code provides that it may not be used or cited as precedent.
A copy Of this letter Should be attached to the Federal income tax
return of each fund for each taxable year in which the fund has outstanding
classes of shares de scribed above.
Sincerely yours,
Assistant Chief Counsel
(Financial Institutions & Products)
By_________________________
William E. Coppersmith
Chief, Branch 2
Enclosure:
6110 copy
12
Exhibit 17(a)
-------------
Draft--February 22, 1996
LORD ABBETT SECURITIES TRUST-LORD ABBETT LIMITED
DURATION U.S. GOVERNMENT SECURITIES TRUST
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 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 WHO RECOMMEND THAT
YOU AUTHORIZE THE PROXIES TO VOTE FOR THE MATTERS SPECIFIED BELOW.
UNMARKED PROXIES WILL BE VOTED IN FAVOR OF EACH OF THE MATTERS SPECIFIED BELOW.
1. For [ ] or against [ ] or abstain from [ ] the approval of the
Agreement and Plan of Reorganization and the reorganization provided
for therein, as described in the proxy statement and prospectus.
2. For [ ] or against [ ] or abstain from [ ] the ratification of the
selection of Deloitte & Touche LLP as independent public accountants
of Lord Abbett Securities Trust for the fiscal year ending October
31, 1996.
ACCOUNT NUMBER SHARES PROXY NUMBER
LORD ABBETT SECURITIES TRUST-
LORD ABBETT LIMITED DURATION U.S. GOVERNMENT SECURITIES TRUST
PLEASE FILL IN, DATE AND SIGN
PROXY AND RETURN IN THE
ENCLOSED ENVELOPE.
<PAGE>
For information as to the voting of stock
registered in more than one name, see page 2 of
the proxy statement and prospectus. 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
IMPORTANT NEWS FROM LORD, ABBETT & CO.
We want to give you advance notice of some changes we will be proposing to
shareholders. As you know, Lord Abbett currently offers front-end load and level
load funds through two separate groups: the Lord Abbett Family of Funds and Lord
Abbett Counsel Group, respectively. In general, we are proposing a consolidation
of the second group into the first group, which would be achieved by the
issuance of Class A shares to represent the Family of Funds and the issuance of
Class C shares to represent the former Counsel Group. Additionally, we intend to
offer B shares in the near future. Many of you have asked for more pricing
alternatives and this proxy should enable us to respond to your needs. In
addition to offering more pricing options, we are recommending other changes
that will allow for more flexibility in our funds' management and in the
distribution of our funds' shares.
Shareholders will receive proxy materials describing these proposed changes in
April. We ask that you encourage your clients to vote their proxies promptly, as
additional solicitations are costly to their funds. The shareholder meeting is
scheduled for June 19, 1996. Soon thereafter, we will notify you of all approved
changes.
We believe these changes will enhance our funds' competitive positioning. We
appreciate any efforts you can make in helping us secure a quorum and thank you
for your continued support.
LETTER TO SHAREHOLDERS RE: PROXY
(To go on Fund letterhead)
March __, 1996
Dear Shareholder:
In April, you will receive a proxy statement and ballot, requesting your vote on
several important proposals. These proposed changes are designed to maintain
your Fund's competitive position and to provide more management and distribution
flexibility. The proxy materials will describe all of the proposed changes.
We ask that you please vote your proxy/proxies promptly, as additional
solicitations are costly to your Fund. The shareholder meeting is scheduled for
June 19, 1996. Soon thereafter, we will notify you of all approved changes.
We appreciate your cooperation in promptly returning your proxy card and we look
forward to continuing helping you meet your financial goals.
Sincerely,
Ronald P. Lynch
Chairman
