LORD ABBETT SECURITIES TRUST

AMENDMENT TO
DECLARATION OF TRUST

The undersigned, being at least a majority of the Trustees of Lord Abbett Securities Trust, a Delaware business trust (the "Trust"), organized pursuant to a declaration of trust dated February 26, 1993 (the "Declaration"), do hereby amend the Declaration effective March 1, 2001, pursuant to Section 8.2 of the Declaration, by changing the legal name for the existing series of the Trust named Growth & Income Series to the Lord Abbett All Value Fund, its Class A, B, C, and P shares now being Class A, B, C, and P shares of the Lord Abbett All Value Fund.

This instrument shall constitute an amendment to the Declaration.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of this 1st day of March, 2001.

ROBERT S. DOW
Robert S. Dow

WILLIAM H. T. BUSH
William H.T. Bush

ROBERT C. CALHOUN
Robert C. Calhoun

C. ALAN MACDONALD
C. Alan MacDonald

E. THAYER BIGELOW
E. Thayer Bigelow

THOMAS J. NEFF
Thomas J. Neff

STEWART S. DIXON
Stewart S. Dixon

BY-LAWS

OF

LORD ABBETT SECURITIES TRUST

As adopted on March 17, 1993
As amended on March 9, 2000

TABLE OF CONTENTS

                                                                                     Page
                                                                                     ----
ARTICLE I     DEFINITIONS ...............................................................1
ARTICLE II    OFFICES AND SEAL ..........................................................1
     Section II.1.  PRINCIPAL OFFICE ....................................................1
     Section II.2.  OTHER OFFICES .......................................................1
     Section II.3.  SEAL ................................................................1
ARTICLE III   SHAREHOLDERS ..............................................................2
     Section III.1.  MEETINGS ...........................................................2
     Section III.2.  PLACE OF MEETING ...................................................2
     Section III.3.  NOTICE OF MEETINGS .................................................2
     Section III.4.  SHAREHOLDERS ENTITLED TO VOTE ......................................2
     Section III.5.  QUORUM .............................................................3
     Section III.6.  ADJOURNMENT ........................................................3
     Section III.7.  PROXIES ............................................................3
     Section III.8.  INSPECTION OF RECORDS ..............................................3
     Section III.9.  RECORD DATES .......................................................3
ARTICLE IV    MEETINGS OF TRUSTEES ......................................................4
     Section IV.1.  REGULAR MEETINGS ....................................................4
     Section IV.2.  SPECIAL MEETINGS ....................................................4
     Section IV.3.  NOTICE ..............................................................4
     Section IV.4.  WAIVER OF NOTICE ....................................................4
     Section IV.5.  ADJOURNMENT AND VOTING ..............................................5
     Section IV.6.  COMPENSATION ........................................................5
     Section IV.7.  QUORUM ..............................................................5
ARTICLE V     EXECUTIVE COMMITTEE AND OTHER COMMITTEES ..................................5
     Section V.1.  HOW CONSTITUTED ......................................................5
     Section V.2.  POWERS OF THE EXECUTIVE COMMITTEE ....................................5
     Section V.3.  OTHER COMMITTEES OF TRUSTEES .........................................5
     Section V.4.  PROCEEDINGS, QUORUM AND MANNER OF ACTING .............................5
     Section V.5.  OTHER COMMITTEES .....................................................6
ARTICLE VI    OFFICERS ..................................................................6
     Section VI.1.  GENERAL .............................................................6
     Section VI.2.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS .........................6
     Section VI.3.  RESIGNATIONS AND REMOVALS ...........................................6
     Section VI.4.  VACANCIES AND NEWLY CREATED OFFICES .................................7
     Section VI.5.  CHAIRMAN OF THE BOARD ...............................................7
     Section VI.6.  PRESIDENT ...........................................................7
     Section VI.7.  VICE PRESIDENT ......................................................7
     Section VI.8.  Chief Financial Officer, Treasurer and Assistant Treasurers .........8
     Section VI.9.  SECRETARY AND ASSISTANT SECRETARIES .................................8
     Section VI.10.  SUBORDINATE OFFICERS ...............................................9
     Section VI.11.  SURETY BONDS .......................................................9
ARTICLE VII   Execution of Instruments; Voting of Securities ............................9

     Section VII.1.  EXECUTION OF INSTRUMENTS ...........................................9
     Section VII.2.  VOTING OF SECURITIES ...............................................9
ARTICLE VIII  FISCAL YEAR; ACCOUNTANTS .................................................10
     Section VIII.1.  FISCAL YEAR ......................................................10
     Section VIII.2.  ACCOUNTANTS ......................................................10
ARTICLE IX    Amendments; Compliance with Investment Company Act .......................10
     Section IX.1.  AMENDMENTS .........................................................10
     Section IX.2.  COMPLIANCE WITH INVESTMENT COMPANY ACT .............................10

BY-LAWS

OF

LORD ABBETT SECURITIES TRUST

ARTICLE I

DEFINITIONS

The terms "Affiliated Person", "Commission", "Interested Person", "Investment Adviser", "Majority Shareholder Vote", "1940 Act", "Principal Underwriter", "Series", "Series Majority Shareholder Vote", "Shareholder", "Shares", "Trust", "Trust Property", and "Trustees" have the meanings given them in the Declaration and Agreement of Trust (the "Declaration") of Lord Abbett Securities Trust dated February 26, 1993, as amended from time to time.

ARTICLE II

OFFICES AND SEAL

Section II.1. PRINCIPAL OFFICE - The principal office of the Trust shall be located in the City of New York, the State of New York.

Section II.2. OTHER OFFICES - The Trust may establish and maintain such other offices and places of business within or without the State of New York as the Trustees may from time to time determine.

Section II.3. SEAL - The seal of the Trust shall be circular in form and shall bear the name of the Trust, the year of its organization, and the words "Common Seal" and "A Delaware Business Trust". The form of the seal shall be subject to alteration by the Trustees and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any officer or Trustee of the Trust shall have authority to affix the seal of the Trust to any document requiring the same but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE III
SHAREHOLDERS

Section III.1. MEETINGS - A Shareholders' meeting for the election of Trustees and the transaction of other proper business shall be held when authorized or required by the Declaration.

Section III.2. PLACE OF MEETING - All Shareholders' meetings shall be held at such place within or without the State of New York as the Trustees shall designate.

Section III.3. NOTICE OF MEETINGS - Notice of all Shareholders' meetings, stating the time, place and purpose of the meeting, shall be given by the Secretary or an Assistant Secretary of the Trust by mail to each Shareholder entitled to notice of and to vote at such meeting at his address of record on the register of the Trust. Such notice shall be mailed at least 10 days and not more than 90 days before the meeting. Such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. Any adjourned meeting may be held as adjourned without further notice. No notice need be given (A) to any shareholder if a written waiver of notice, executed before or after the meeting by such Shareholder or his attorney thereunto duly authorized, is filed with the records of the meeting, or (B) to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

Section III.4. SHAREHOLDERS ENTITLED TO VOTE - If, pursuant to
Section 3.9 hereof, a record date has been fixed for the determination of Shareholders entitled to notice of and to vote at any Shareholders' meeting, each Shareholder of the Trust entitled to vote in accordance with the applicable provisions of the Declaration, shall be entitled to vote, in person or by proxy, each Share or fraction thereof standing in his name on the register of the Trust at the time of determining net asset value on such record date. If the Declaration or the 1940 Act requires that Shares be voted by Series, each Shareholder shall only be entitled to vote, in person or by proxy, each Share or fraction thereof of such Series standing in his name on the register of the Trust at the time of determining net asset value on such record date. If no record date has been fixed for the determination of Shareholders entitled to notice of and to vote at a Shareholders' meeting, such record date shall be at the close of business on the day on which notice of the meeting is mailed or, if notice is waived by all Shareholders, at the close of business on the tenth day next preceding the day on which the meeting is held.

Section III.5. QUORUM - The presence at any Shareholders' meeting, in person or by proxy, of Shareholders entitled to cast a third of the votes thereat shall be a quorum for the transaction of business, unless applicable law requires a larger number.

Section III.6. ADJOURNMENT - The holders of a majority of the Shares entitled to vote at the meeting and present thereat, in person or by proxy, whether or not constituting a quorum, or, if no Shareholder entitled to vote is present thereat in person or by proxy, any Trustee or officer present thereat entitled to preside or act as Secretary of such meeting may adjourn the meeting SINE DIE or from time to time. Any business that might have been transacted at the meeting originally called may be transacted at any such adjourned meeting at which a quorum is present.

Section III.7. PROXIES - Shares may be voted in person or by proxy. Any Shareholder may give authorization by telephone, facsimile, or the internet for another person to execute his or her proxy. When any Share is held jointly by several persons, any one of them may vote at any meeting, in person or by proxy, in respect of such Shares unless at or prior to exercise of the vote the Trustees receive a specific written notice to the contrary from any one of them. If more than one such joint owners shall be present at such meeting, in person or by proxy, and such joint owners or their proxies so present disagree as to any vote cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting.

Section III.8. INSPECTION OF RECORDS - The records of the Trust shall be open to inspection by Shareholders as is permitted shareholders of a Delaware business trust.

Section III.9. RECORD DATES - The Trustees may fix in advance a date as a record date for the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting or any adjournment thereof, or to express consent in writing without a meeting to any action of the Trustees, or who shall receive payment of any dividend or of any other distribution, or for the purpose of any other lawful action, PROVIDED that such record date shall be not more than 90 days before the date on which the particular action requiring such determination of Shareholders is to be taken. In such case, subject to the provisions of Section

3.4, each eligible Shareholder of record on such record date shall be entitled to notice of, and to vote at, such meeting or adjournment, or to express such consent, or to receive payment of such dividend or distribution or to take such other action, as the case may be, notwithstanding any transfer of Shares on the register of the Trust after the record date.

ARTICLE IV

MEETINGS OF TRUSTEES

Section IV.1. REGULAR MEETINGS - The Trustees from time to time shall provide by resolution for the holding of regular meetings for the election of officers and the transaction of other proper business and shall fix the place and time for such meetings to be held within or without the State of New York.

Section IV.2. SPECIAL MEETINGS - Special meetings of the Trustees shall be held whenever called by the Chairman of the Board, the President (or, in the absence or disability of the President, by any Vice President), the Chief Financial Officer, the Secretary or two or more Trustees, at the time and place within or without the State of New York specified in the respective notices or waivers of notice of such meetings.

Section IV.3. NOTICE - No notice of regular meetings of the Trustees shall be required except as required by the Investment Company Act of 1940, as amended. Notice of each special meeting shall be mailed to each Trustee, at his residence or usual place of business, at least two days before the day of the meeting, or shall be directed to him at such place by telegraph, telecopy or cable, or be delivered to him personally not later than the day before the day of the meeting. Every such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise expressly provided by these By-Laws or by statute. No notice of adjournment of a meeting of the Trustees to another time or place need be given if such time and place are announced at such meeting.

Section IV.4. WAIVER OF NOTICE - Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting.

Section IV.5. ADJOURNMENT AND VOTING - At all meetings of the Trustees, a majority of the Trustees present, whether or not constituting a quorum, may adjourn the meeting, from time to time. The action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Trustees unless the concurrence of a greater proportion is required for such action by law, by the Declaration or by these By-Laws.

Section IV.6. COMPENSATION - Each Trustee may receive such remuneration for his services as such as shall be fixed from time to time by resolution of the Trustees.

Section IV.7. QUORUM - One-third of the Trustees present at a meeting shall constitute a quorum for the transaction of business, but in no case shall a quorum be less than two Trustees.

ARTICLE V
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section V.1. HOW CONSTITUTED - The Trustees may, by resolution, designate one or more committees, including an Executive Committee, an Audit Committee and a Committee on Administration, each consisting of at least two Trustees. The Trustees may, by resolution, designate one or more alternate members of any committee to serve in the absence of any member or other alternate member of such committee. Each member and alternate member of a committee shall be a Trustee and shall hold office at the pleasure of the Trustees. The Chairman of the Board and the President shall be members of the Executive Committee.

Section V.2. POWERS OF THE EXECUTIVE COMMITTEE - Unless otherwise provided by resolution of the Trustees, the Executive Committee shall have and may exercise all of the power and authority of the Trustees, PROVIDED that the power and authority of the Executive Committee shall be subject to the limitations contained in the Declaration.

Section V.3. OTHER COMMITTEES OF TRUSTEES - To the extent provided by resolution of the Trustees, other committees shall have and may exercise any of the power and authority that may lawfully be granted to the Executive Committee.

Section V.4. PROCEEDINGS, QUORUM AND MANNER OF ACTING - In the absence of appropriate resolution of the Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, PROVIDED that the quorum shall not be

less than two Trustees. In the absence of any member or alternate member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a Trustee to act in the place of such absent member or alternate member.

Section V.5. OTHER COMMITTEES - The Trustees may appoint other committees, each consisting of one or more persons who need not be Trustees. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the Trustees, but shall not exercise any power which may lawfully be exercised only by the Trustees or a committee thereof.

ARTICLE VI
OFFICERS

Section VI.1. GENERAL - The designated officers of the Trust shall be a Chairman of the Board, a President, a Secretary, a Chief Financial Officer, a Treasurer and may include one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 6.10 of this Article VI.

Section VI.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS - The designated officers of the Trust and any Series thereof (except those appointed pursuant to Section 6.10) shall be elected by the Trustees at any regular or special meeting of the Trustees. Except as provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the Trustees shall hold office until his successor shall have been chosen and qualified. Any two offices, except those of the President and a Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law, the Declaration or these By-Laws to be executed, acknowledged or verified by any two or more officers. The Chairman of the Board and the President shall be selected from among the Trustees and may hold such offices only so long as they continue to be Trustees. Any Trustee or officer may be but need not be a Shareholder of the Trust.

Section VI.3. RESIGNATIONS AND REMOVALS - Any officer may resign his office at any time by delivering a written resignation to the Trustees, the President, the Secretary or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer may be removed from office with or without cause by

the vote of a majority of the Trustees at any regular meeting or any special meeting. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his resignation or removal or any right to damages on account of such removal.

Section VI.4. VACANCIES AND NEWLY CREATED OFFICES - If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification or other cause, or if any new office shall be created, such vacancies or newly created offices may be filled by the Trustees at any regular or special meeting or, in the case of any office created pursuant to Section 6.10 of this Article VI, by any officer upon whom such power shall have been conferred by the Trustees.

Section VI.5. CHAIRMAN OF THE BOARD - The Chairman of the Board shall be the chief executive officer of the Trust and each Series thereof, shall preside at all Shareholders' meetings and at all meetings of the Trustees and shall be EX OFFICIO a member of all committees of the Trustees and each Series thereof, except the Audit Committee. Subject to the supervision of the Trustees, he shall have general charge of the business of the Trust and each Series thereof, the Trust Property and the officers, employees and agents of the Trust and each Series thereof. He shall have such other powers and perform such other duties as may be assigned to him from time to time by the Trustees.

Section VI.6. PRESIDENT - The President shall be the chief operating officer of the Trust and each Series thereof and, at the request of or in the absence or disability of the Chairman of the Board, he shall preside at all Shareholders' meetings and at all meetings of the Trustees and shall in general exercise the powers and perform the duties of the Chairman of the Board. Subject to the supervision of the Trustees and such direction and control as the Chairman of the Board may exercise, he shall have general charge of the operations of the Trust and each Series thereof and its officers, employees and agents. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Trustees.

Section VI.7. VICE PRESIDENT - The Trustees may, from time to time, designate and elect one or more Vice Presidents who shall have such powers and perform such duties as from time to time may be assigned to them by the Trustees or the President. At the request or in the absence or disability of the President, the Executive Vice President (or, if there are two or more Executive Vice Presidents, the senior in length of time in office or if there is no Executive Vice President

in the absence of both the President and any Executive Vice President, the Vice President who is senior in length of time in office of the Vice Presidents present and able to act) may perform all the duties of the President.

Section VI.8. CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT TREASURERS - The Chief Financial Officer shall be the principal financial and accounting officer of the Trust and each Series thereof and shall have general charge of the finances and books of account of the Trust and each Series thereof. Except as otherwise provided by the Trustees, he shall have general supervision of the funds and property of the Trust and each Series thereof and of the performance by the custodian appointed pursuant to Section
2.1 (paragraph r) of the Declaration of its duties with respect thereto. The Chief Financial Officer shall render a statement of condition of the finances of the Trust and each Series thereof to the Trustees as often as they shall require the same and he shall in general perform all the duties incident to the office of the Chief Financial Officer and such other duties as from time to time may be assigned to him by the Trustees.

The Treasurer or any Assistant Treasurer may perform such duties of the Chief Financial Officer as the Chief Financial Officer or the Trustees may assign. In the absence of the Chief Financial Officer, the Treasurer may perform all duties of the Chief Financial Officer. In the absence of the Chief Financial Officer and the Treasurer, any Assistant Treasurer may perform all duties of the Chief Financial Officer.

Section VI.9. SECRETARY AND ASSISTANT SECRETARIES - The Secretary shall attend to the giving and serving of all notices of the Trust and each Series thereof and shall record all proceedings of the meetings of the Shareholders and Trustees in one or more books to be kept for that purpose. He shall keep in safe custody the seal of the Trust, and shall have charge of the records of the Trust and each Series thereof, including the register of shares and such other books and papers as the Trustees may direct and such books, reports, certificates and other documents required by law to be kept, all of which shall at all reasonable times be open to inspection by any Trustee. He shall perform such other duties as appertain to his office or as may be required by the Trustees.

Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Trustees may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

Section VI.10. SUBORDINATE OFFICERS - The Trustees from time to time may appoint such other subordinate officers or agents as they may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Trustees may determine. The Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and the prescribe their respective rights, terms of office, authorities and duties.

Section VI.11. SURETY BONDS - The Trustees may require any officer or agent of the Trust and any Series thereof to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules and regulations of the Commission) to the Trustees in such sum and with such surety or sureties as the Trustees may determine, conditioned upon the faithful performance of his duties to the Trust, including responsibility for negligence and for the accounting of any of the Trust Property that may come into his hands. In any such case, a new bond of like character shall be given at least every six years, so that the date of the new bond shall not be more than six years subsequent to the date of the bond immediately preceding.

ARTICLE VII
EXECUTION OF INSTRUMENTS; VOTING OF SECURITIES

Section VII.1. EXECUTION OF INSTRUMENTS - All deeds, documents, transfers, contracts, agreements, requisitions, orders, promissory notes, assignments, endorsements, checks and drafts for the payment of money by the Trust or any Series thereof, and any other instruments requiring execution either in the name of the Trust or the names of the Trustees or otherwise may be signed by the Chairman, the President, a Vice President or the Secretary and by the Chief Financial Officer, Treasurer or an Assistant Treasurer, or as the Trustees may otherwise, from time to time, authorize, PROVIDED that instructions in connection with the execution of portfolio securities transactions may be signed by one such officer. Any such authorization may be general or confined to specific instances.

Section VII.2. VOTING OF SECURITIES - Unless otherwise ordered by the Trustees, the Chairman, the President or any Vice President shall have full power and authority on behalf of the Trustees to attend and to act and to vote, or in the name of the Trustees to execute proxies to vote, at any meeting of stockholders of any company in which the Trust may hold stock. At any such meeting such officer shall possess and may exercise (in person or by proxy) any and all rights, powers and privileges incident to the ownership of such

stock. The Trustees may by resolution from time to time confer like powers upon any other person or persons.

ARTICLE VIII
FISCAL YEAR; ACCOUNTANTS

Section VIII.1. FISCAL YEAR - The fiscal year of the Trust and any Series thereof shall be established by resolution of the Trustees.

Section VIII.2. ACCOUNTANTS - (a) The Trustees shall employ a public accountant or a firm of independent public accountants as their accountant to examine the accounts of the Trust and each Series thereof and to sign and certify at least annually financial statements filed by the Trust. The accountant's certificates and reports shall be addressed both to the Trustees and to the Shareholders.

(b) A majority of the Trustees who are not Interested Persons of the Trust shall select the accountant at any meeting held before the initial registration statement of the Trust becomes effective, and thereafter shall select the accountant annually by votes, cast in person, at a meeting held within 90 days before or after the beginning of the fiscal year of the Trust.

(c) Any vacancy occurring due to the death or resignation of the accountant may be filled at a meeting called for the purpose by the vote, cast in person, of a majority of those Trustees who are not Interested Persons of the Trust.

ARTICLE IX

AMENDMENTS; COMPLIANCE WITH INVESTMENT COMPANY ACT

Section IX.1. AMENDMENTS - These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority.

Section IX.2. COMPLIANCE WITH INVESTMENT COMPANY ACT - No provision of these By-Laws shall be given effect to the extent inconsistent with the requirements of the Investment Company Act of 1940, as amended.

DISTRIBUTION AGREEMENT

AGREEMENT made this 12th day of July, 1996 by and between LORD ABBETT SECURITIES TRUST, a Delaware business trust (hereinafter called the "Trust"), and LORD ABBETT DISTRIBUTOR LLC, a New York limited liability company (hereinafter called the "Distributor").

WHEREAS, the Trust desires to enter into an agreement with the Distributor for the purpose of finding purchasers for its securities which are issued in various Series, and the Distributor is desirous of undertaking to perform these services upon the terms and conditions hereinafter provided.

NOW, THEREFORE in consideration of the mutual covenants and of other good and valuable consideration, receipt of which acknowledged, it is agreed as follows:

1. The Trust hereby appoints the Distributor its exclusive selling agent for the sale of its shares of beneficial interest, of all classes, and all other securities now or hereafter created or issued by the Trust (except notes and other evidences of indebtedness issued for borrowed money), pursuant to paragraph 2 of this Agreement, and the Trust agrees to issue (and upon request of its shareholders make delivery of certificates for) its shares of beneficial interest or other securities, subject to the provisions of its Declaration and Agreement of Trust, to purchasers thereof and against payment of the consideration to be received by the Trust therefor. The Distributor may appoint one or more independent broker-dealers and the Distributor or any such broker-dealer may transmit orders to the Trust at the office of the Trust's Transfer Agent in Kansas City, Missouri, for acceptance at its office in New York. Such shares of beneficial interest shall be registered in such name or names and amounts as the Distributor or any such broker-dealer may request from time to time, and all shares of stock when so paid for and issued shall be fully paid and non-assessable.

2. The Distributor will act as exclusive selling agent for the Trust in selling shares of beneficial interest.

The Distributor agrees to sell exclusively through independent broker-dealers, or financial institutions exempt from registration as a broker-dealer, and agrees to use its best efforts to find purchasers for shares of beneficial interest of the Trust to be offered; provided however, that the services of the Distributor under this Agreement are not

deemed to be exclusive, and nothing in this Agreement shall prevent Distributor, or any officer, trustee, partner, member or employee thereof, from providing similar services to other investment companies and other clients or to engage in other activities.

The sales charge or premium relating to each class of shares of beneficial interest of the Trust shall be determined by the Board of Trustees, but in no event shall the sales charge or premium exceed the maximum rate permitted under Federal regulations, and the amount to be retained by the Trust on any sale of its shares of beneficial interest shall in each case be the net asset value thereof (determined as provided in the Declaration and Agreement of Trust). From the premium the Trust agrees to pay the Distributor a sales commission. The Distributor may allow concessions from such sales commissions. In such event the amount of the payment hereunder by the Trust to the Distributor shall be the difference between the sales commission and any concessions which have been allowed in accordance herewith. The sales commission payable to the Distributor shall not exceed the premium.

Recognizing the need for providing an incentive to sell and providing necessary and continuing informational and investment services to stockholders of the Trust, the Trust or the Distributor (by agreement) may pay independent broker-dealers periodic servicing and distribution fees based on percentages of average annual net asset value of shareholder accounts of such broker-dealers. The parties hereto incorporate by reference and agree to the terms and provisions of the 12b-1 Plans of each class of shares of beneficial interest of the Trust.

3. Notwithstanding anything herein to the contrary, sales and distributions of the Trust's shares of beneficial interest may be upon any special terms as approved by the Trust's Board of Trustees and discussed in the Trust's current prospectus.

4. The independent broker-dealers who sell the Trust's shares may also render other services to the Trust, such as executing purchases and sales of portfolio securities, providing statistical information, and similar services. The receipt of compensation for such other services shall in no way reduce the amount of the sales commissions payable hereunder by the Trust to the Distributor or the amount of the commissions, concessions or fees allowed.

5. The Distributor agrees to act as agent of the Trust in connection with the repurchase of shares of beneficial interest of the Trust, or in connection with exchanges

of shares between investment companies having the same Distributor, and the Trust agrees to advise the Distributor of the net asset value of its shares of beneficial interest as frequently as may be mutually agreed, and to accept shares duly tendered to the Distributor. The net asset value shall be determined as provided in the Declaration and Agreement of Trust.

6. The Trust will pay all fees, costs, expenses and charges in connection with the issuance, federal registration, transfer, redemption and repurchase of its shares of beneficial interest, including without limitation, all fees, costs, expenses and charges of transfer agents and registrars, all taxes and other Governmental charges, the costs of qualifying or continuing the qualifications of the Trust as broker-dealer, if required, and of registering the shares of beneficial interest of the Trust under the state blue sky laws, or similar laws of any jurisdiction (domestic or foreign), costs of preparation and mailing prospectuses to its shareholders, and any other cost, expense or charge not expressly assumed by the Distributor hereunder. The Trust will also furnish to the Distributor daily such information as may reasonably be requested by the Distributor in order that it may know all of the facts necessary to sell shares of the Trust.

7. The Distributor agrees to pay the cost of all sales literature and other material which it may require or think desirable to use in connection with sale of such shares, including the cost of reproducing the offering prospectus furnished to it by the Trust, although the Distributor may obtain reimbursement for such expenses through a 12b-1 Plan with respect to each class of shares of beneficial interest of the Trust. The Trust agrees to use its best efforts to qualify its shares for sale under the laws of such states of the United States and such other jurisdictions (domestic or foreign) as the Distributor may reasonably request.

If the Distributor pays for other expenses of the Trust or furnishes the Trust with services, the cost of which is to be borne by the Trust under this Agreement, the Distributor shall not be deemed to have waived its rights under this Agreement to have the Trust pay for such expenses or provide such services in the future.

8. The Distributor agrees to use its best efforts to find purchasers for shares of beneficial interest of the Trust and to make reasonable efforts to sell the same so long as in the judgement of the Distributor and a substantial distribution can be obtained by

reasonable efforts. The Distributor is not authorized to act otherwise than in accordance with applicable laws.

9. Neither this Agreement nor any other transaction between the parties hereto pursuant to this Agreement shall be invalidated or in any way affected by the fact that any or all of the trustees, officers, stockholders, or other representatives of the Trust are or may be interested in 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 in the Trust, except as otherwise may be provided in the Investment Company Act of 1940.

10. The Distributor agrees that it will not sell for its own account to the Trust any shares of beneficial interest, bonds or other securities of any kind of character, except that if it shall own any of the Trust's shares of beneficial interest or other securities, it may sell them to the Trust on the same terms as any other holder might do.

11. 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 Agreement 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 Trust or any of the stockholders, creditors, trustees, or officers of the Trust; provided, however, that nothing herein shall be deemed to protect the Distributor against any liability to the Trust or its 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.

12. The Distributor agrees that it shall observe and be bound by all the terms of the Declaration and Agreement of Trust, including any amendments thereto, of the Trust which shall in any way limit or restrict or prohibit or otherwise regulate any action of the Distributor.

13. This Agreement shall continue in force for two years from the date hereof, and its renewable annually thereafter by specific approval of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust; any such renewal shall be approved by the vote of a majority of the trustees who are not parties to this Agreement or interested persons of the Distributor or of the Trust, cast in person at a meeting called for the purpose of voting on such renewal.

This Agreement may be terminated without penalty at any time by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust on 60 days' written. This Agreement shall automatically terminate in the event of its assignment. 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 Investment Company Act of 1940.

IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed by its duly authorized officers and its corporate seal to be affixed thereto, and the Distributor has caused this Agreement to be executed by one of its partners all on the day and year first above written.

LORD ABBETT DELTA FUND

                            BY: /s/ KENNETH B. CUTLER
                                ---------------------
                                    Vice President
Attest:

/s/ THOMAS F. KONOP
-------------------
Assistant Secretary

LORD ABBETT DISTRIBUTOR LLC
By LORD, ABBETT & CO.

By: /S/ ROBERT S. DOW
    -----------------
      A Partner
      Managing Member

EQUITY-BASED PLANS FOR NON-INTERESTED
PERSON DIRECTORS AND TRUSTEES OF LORD ABBETT FUNDS
(As Amended and Restated as of June 19, 2000)

1. PURPOSE.

The purpose of these Equity-Based Plans for Non-Interested Person Directors and Trustees (collectively, the "Equity-Based Plans" and separately, an "Equity-Based Plan"), which were initially called the Deferred Compensation Plan for Non-Interested Person Directors and Trustees of Lord Abbett Funds, is to provide eligible directors and trustees of each investment company referred to on Schedule I that has adopted an Equity-Based Plan and any other investment company sponsored and managed by Lord, Abbett & Co. that adopts an Equity-Based Plan (collectively, the "Companies" and separately, a "Company") with the opportunity to defer the receipt of compensation earned by them as directors and trustees in lieu of receiving payment of such compensation currently and to give them to the extent of such deferred compensation and other compensation a pecuniary interest in the investment performance of the Companies. The Equity-Based Plans constitute a separate Equity-Based Plan of each Company.

2. ELIGIBILITY.

Any member of the Board of Trustees (if a Company is a trust) and any member of the Board of Directors (if a Company is a corporation) of a Company (the "Board") who is not an "interested person" of such Company as such term is defined in the Investment Company Act of 1940 (an "Independent Board Member") shall be eligible to participate in the Equity-Based Plan of such Company, if he or she so elects (a "Participant").

3. AMOUNTS OF DEFERRALS.

(a) ACCRUED PENSION PLAN DEFERRALS. The "Retirement Plan for Non-Interested Person Directors and Trustees of Lord Abbett Funds" (the "Pension Plan") has been amended, effective October 16, 1996, to provide that Independent Board Members may elect to receive equity-based benefits under the Equity-Based Plans in lieu of retirement benefits under the Pension Plan. Any Independent Board Member who makes such an election by the close of business on November 29, 1996 shall not be entitled to retirement benefits under the Pension Plan, but shall have his Account (as defined in section 4) for each Company increased, as of November 29, 1996, through credit of an amount equal to the value of such Independent Board Member's retirement benefits under such Company's Pension Plan (prior to giving effect to such amendment) as accrued to such date to reflect the terms of the Pension Plan.

(b) MANDATORY DEFERRALS. Each Independent Board Member who makes the election referred to in the foregoing section 3(a) by the close of business on November 29, 1996, and each Independent Board Member who becomes an Independent Board Member after such date, shall defer receipt of such amount, if any, of the compensation earned by such Independent Board Member for serving as a member of the Board or as a member of any committee (or subcommittee of such committee) of the Board of which such Independent Board Member from time to time may be a member as may be specified with respect to such Independent Board Member from time to time by resolution of the Independent Board Members.

(c) OPTIONAL DEFERRALS. In addition to the above deferrals an Independent Board Member may elect to defer receipt of all or a specified portion of any other compensation (including fees for attending meetings) earned by such Independent Board Member by notice to

the Companies consistent with the timing requirements of Section 7 hereof. Expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred.

4. EQUITY-BASED ACCOUNTS.

A deferred compensation equity-based account (the "Account") shall be established by each Company in the name of each Participant. Any amounts credited to an Account pursuant to section 3(a) will be credited as of the close of business on November 29, 1996. Any compensation earned by a Participant during any year and deferred pursuant to section 3(b) will be credited to such Participant's Account on a quarterly basis on the last days of March, June, September and December of such year. Any compensation deferred by a Participant pursuant to section 3(c) will be credited to such Participant's Account on the date such compensation otherwise would have been payable to such Participant.

5. ACCOUNT INVESTMENT.

(a) TREATMENT OF CREDIT AMOUNTS. Except as provided in section 5(e), any amounts credited at any time to a Participant's Account established by a Company shall be deemed invested in a number of shares, which shall be class A shares if such Company has multiple classes of shares, of such Company's Common Stock equal to the quotient of (i) the amount credited to the Participant's Account divided by (ii) the Net Asset Value per share as of the date such amount is so credited. The Net Asset Value per share shall be determined as set forth in the Company's Articles of Incorporation. If such Company has more than one series, the amount credited to the Participant's Account shall be allocated between or among the series on the same basis as the compensation being deferred is charged to the series (or, in the case of an

amount credited pursuant to section 3(a), on the same basis as the amount thereof was charged to the series).

(b) MERGERS, ETC. In the event that the Company shall pay a stock dividend on, or split up, combine, reclassify or substitute other securities by merger, consolidation or otherwise for its outstanding shares, the number of shares credited to the Participant's Account shall be adjusted to preserve rights substantially proportionate to the rights held immediately prior to such event.

(c) DISTRIBUTIONS. On each payable date of a dividend or capital gains distribution declared by the Board of a Company, the Account will be credited with the number of full and fractional shares of the Company or series that the shares of such Company or series deemed to be held in the Account would have purchased if such dividend or distribution had been reinvested at the Net Asset Value on the investment date established by the Board with respect to such dividend or distribution.

(d) Notwithstanding the foregoing, to the extent that a Participant continues to have an Account after having terminated service as an Independent Board Member, such Participant may elect, from time to time, but no more frequently than once in any semi-annual period, to have his Account treated as though invested in the shares of up to five (or such greater or lesser number as the Administrator appointed pursuant to section 14 hereof shall determine) Companies. Any such election shall be made in writing and delivered to the Company, and shall take effect at the end of the third business day following receipt thereof by the Company. Any change in the manner in which a Participant's Account is deemed invested will not affect the

period over which such Account is payable or the time at which or the formula pursuant to which any Installments due will be payable.

(e) Effective November 1, 2000, amounts

(i) in the Accounts of each Participant other than Hansel B. Millican and attributable to amounts credited under section 3(a) hereof before November 1, 2000; and

(ii) in the Accounts of E. Thayer Bigelow, William H. T. Bush, Robert B. Calhoun, and C. Alan MacDonald attributable to amounts deferred under section 3(b) hereof before November 1, 2000

shall be reduced to their discounted present value at October 31, 2000 at a rate of 8% and thereafter shall appreciate at an annual rate of 8%, provided, however, that if a Participant whose Account has been adjusted as described herein shall die before age 72, the amounts in his Account attributable to amounts contributed under sections 3(a) and (b) hereof shall be increased at death to their value at October 31, 2000, if such value is greater than the appreciated value at death.

6. MANNER OF ELECTING OPTIONAL DEFERRALS; PAYMENT ELECTIONS.

(a) NOTICE. Each Participant shall complete, sign and file with the Companies for which he is an Independent Board Member a Notice of Election (the "Notice") in one or more of the forms attached hereto as Exhibits A and B. The Notice shall include, as appropriate:

(i) the amount, if any, of compensation to be deferred under section 3 (c);

(ii) the time or times of payment of any amounts credited and deferred under sections 3(a) and (b) and of any amounts deferred under section 3(c);

(iii) the manner of payment of any amounts credited and deferred under sections 3(a) and (b) and of any amounts deferred under section
3(c) (I.E., in a lump sum or in a number of annual installments); and

(iv) any beneficiary designated pursuant to section 9(b) and the manner of payment to such designated beneficiary.

(b) DATE OF FIRST PAYOUT OF OPTIONAL DEFERRALS UNDER SECTION 3(c). With respect to amounts deferred pursuant to section 3(c), each Participant shall have the right in the Notice to elect to defer the receipt of such deferred compensation until any one of the following events, which such Participant shall specify in the Notice:

(i) the first business day of January following the year in which such Participant ceases to be an Independent Board Member of the Companies;

(ii) the date such Participant specifically chooses (but not earlier than the January 1 of the second calendar year following the calendar year in which such election is made); or

(iii) the date on which some specific future event occurs which is not within the Participant's control.

(c) DATE OF FIRST PAYOUT OF AMOUNTS CREDITED AND DEFERRED UNDER SECTION
3(a) AND (b). With respect to amounts credited to an Account and deferred under sections 3(a) and (b), each Participant shall defer the receipt of such amounts until any one of the following dates or events, which such Participant shall specify in the Notice:

(i) the first business day of January following the year in which such Participant ceases to be an Independent Board Member of the Companies;

(ii) the later of the first business day of January following the year in which such Participant turns 65 and January 1 of the second calendar year following the calendar year in which such election is made;

(iii) the later of the first business day of January following the year in which such Participant retires from his or her principal occupation and January 1 of the second calendar year following the calendar year in which such election is made; and

(iv) the first business day of a month not earlier than the earliest of the dates referred to in (i), (ii) and (iii) above.

(d) FAILURE TO DESIGNATE. If a Participant fails to designate in his Notice a time or date as of which payment of his Account (or any part of his Account) shall commence, payment of such amount shall commence as of the date set forth in (b) (i) above (unless the Participant files an amended Notice in compliance with section 8(b) selecting a different distribution date). If a Participant fails to designate in his Notice the manner of distribution to apply to his Account

(or any part of his Account), such Account shall be distributed in a lump sum
(unless the Participant files an amended Notice in compliance with section 8(b)
selecting a different method of distribution).

(e) DISSOLUTION, ETC. Deferrals under this Equity-Based Plan which are deemed invested in shares of a Company (or series of a Company) shall be distributed upon the dissolution, liquidation or winding up of the Company (or other termination of the series), whether voluntary or involuntary; or the voluntary sale, conveyance or transfer of all or substantially all of a Company's (or a series') assets (unless the obligations of the Company or the series shall have been assumed by another investment company or another series of an investment company); or the merger of a Company into another trust or corporation or its consolidation with one or more other trusts or corporations (unless the obligations of the Company are assumed by such surviving entity and such surviving entity is another investment company).

(f) HARDSHIP. Upon application by a Participant and a determination by the Compensation and Nominating Committees of the Boards that the Participant has suffered a severe and unanticipated financial hardship, the Administrator shall distribute to the Participant, in a single lump sum, an amount equal to the lesser of the amount needed by the Participant to meet the hardship (pro-rata among the Accounts), or the balance of the Participant's Accounts.

7. EFFECTIVE DATE AND DURATION OF DEFERRAL ELECTIONS.

(a) ELECTION IRREVOCABLE. Except as provided in sections 7(b) and 8(a), any election by a Participant to defer compensation pursuant to section 3(c) shall be irrevocable from and after the date on which such person's Notice is filed with the Companies. Elections to defer

compensation pursuant to section 3(c) shall be effective to defer a Participant's compensation as follows:

(i) As to any Independent Board Member in office on the effective date of the Equity-Based Plans who files a Notice no later than 60 days after such effective date, the Notice shall be effective to defer any compensation which may be deferred pursuant to section 3(c) and is earned by such Independent Board Member after the date of the filing of the Notice;

(ii) As to any nominee for the office of trustee or director who has not previously served as an Independent Board Member and who files a Notice prior to his election as an Independent Board Member, such election to defer compensation pursuant to section 3(c) shall be effective to defer any compensation which may be deferred pursuant to section 3(c) and is earned by such nominee after his election as an Independent Board Member; and

(iii) As to any other Independent Board Member, the election to defer compensation pursuant to section 3(c) shall be effective to defer any compensation which may be deferred pursuant to section 3(c) and is earned from and after January 1 of the calendar year next succeeding the year in which the Notice is filed.

(b) CONTINUANCE OF NOTICES. Any election to defer compensation pursuant to section 3(c) made by an Independent Board member shall continue in effect unless and until the

Company is notified in writing by such Independent Board Member prior to the end of any calendar year that he wishes to terminate such election or modify the amount of compensation deferred pursuant to such election. Any such revocation or modification shall be effective only with respect to compensation earned after the calendar year in which such amended Notice is filed with the Company. Upon receipt by the Company from an Independent Board Member of such an amended Notice, the applicable portion of compensation earned by such Independent Board Member from and after January 1 of the calendar year succeeding the day on which such Notice was received shall be paid currently and no longer deferred as provided in the Equity-Based Plan. However, any amounts in such Independent Board Member's Account on such January 1 and any amount which the Independent Board Member thereafter defers shall continue to be payable in accordance with the Notice (or Notices) pursuant to which it was deferred except as provided in section 8(a).

(c) SUBSEQUENT NOTICE. An Independent Board Member who has filed a Notice to terminate deferment of compensation may thereafter again file a Notice to participate pursuant to section 6 hereof effective for the calendar year subsequent to the calendar year in which he files the new Notice.

8. CHANGES IN FORM AND TIMING OF PAYMENT OF DEFERRED AMOUNTS.

A Participant may elect to change the timing and manner of any distribution election with respect to any or all amounts deferred and credited with respect to the Participant under the Equity-Based Plans by filing an amended Notice with the Companies

(a) prior to the calendar year in which the Participant ceases to be an Independent Board Member of the Companies, and

(b) by a date such that at least one full calendar year elapses between

(i) the date as of which such amended Notice is filed and

(ii) each of

(A) the date as of which a distribution would otherwise have commenced and

(B) the date as of which such distribution will commence under such amended Notice.

No such amended Notice shall, however, provide for payment of an amount credited under section 3(a) or 3(b) earlier than permitted in accordance with section
6(c), except as provided in section 9(b).

9. PAYMENT OF AMOUNTS CREDITED TO ACCOUNTS.

(a) MANNER OF PAYMENT. An Account established by a Company for a Participant will be paid in a lump sum or in installments, or both, as specified in his Notice or amended Notice, and at the time or times specified in the Notice or amended Notice. If installments are elected by a Participant, such installments shall be paid in cash and the amount of the first cash payment shall be a fraction of the then value of the portion of such Account to be paid in installments, the numerator of which is one, and the denominator of which is the total number of installments. The amount of each subsequent cash payment shall be a fraction of the then value of such portion of such Account remaining after the prior payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. If a lump sum is elected, payment shall be made in the full and

fractional shares of the Company (and of any series of such Company) in which the portion of such Participant's Account to be paid in a lump sum is deemed invested.

(b) PAYMENT TO BENEFICIARY. In the event of a Participant's death before he has received payment of all amounts in an Account established by a Company for such Participant, the value of such Account shall be paid to the beneficiary designated in such Participant's Notice or, if no such beneficiary is designated, to such Participant's estate, in accordance with the provisions of the Equity-Based Plans. Any beneficiary so designated by a Participant may be changed at any time by notice in writing from such Participant to the Companies. Payments to a beneficiary shall be made in a lump sum or in installments, or both, as specified in the Participant's Notice or amended Notice. If a lump sum is elected, payment shall be made as soon as reasonably possible in the full and fractional shares of the Company (and of any series of such Company) in which such Account is deemed invested. If installments are elected, such installments shall be paid in cash in amounts determined as provided in section 9(a). If a Participant fails to designate in a Notice or amended Notice on file with the Companies at the time of his death the manner of distribution to his designated beneficiary, any distribution to such beneficiary (or if no such beneficiary is designated, to his estate) shall be made in a lump sum.

10. PRIOR DEFERRALS.

Notwithstanding anything else contained herein to the contrary, if an Independent Board Member who is eligible to participate in a Equity-Based Plan under section 2 hereof has deferred any compensation under any arrangement in effect prior to the establishment of such Equity-Based Plan (i) such Independent Board Member shall be deemed to be a participant in such Equity-Based Plan, (ii) the amount credited for the benefit of such Independent Board Member

under such arrangement as of December 31, 1992 shall be credited to such Independent Board Member's Account under such Equity-Based Plan as of January 1, 1993 and (iii) the provisions of such Equity-Based Plan shall apply to such Independent Board Member and to the amount described in subclause (ii) above as though such amount had been deferred under the terms of such Equity-Based Plan. Elections under sections 6 or 8 by an Independent Board Member subject to the provisions of this section 10 shall govern any amounts described in this section.

11. STATEMENTS OF ACCOUNT.

Each Company will furnish each Participant with a statement setting forth the value of such Participant's Account under that Company's Equity-Based Plan and the value of each portion of the Account that relates to amounts deferred under each subsection of section 3 as of the end of each calendar year and all credits to and payments from such Account during such year. Such statements will be furnished no later than 60 days after the end of each calendar year.

12. RIGHTS IN ACCOUNTS.

Credits to Accounts and any shares purchased by the Companies to help satisfy the contractual obligations with respect to such Accounts shall remain part of the general assets of the Companies, shall at all times be the sole and absolute property of the Companies and shall in no event be deemed to constitute a fund, trust or collateral security for the payment of the deferred compensation to which Participants are entitled from such Accounts. The right of any Participant or his designated beneficiary or estate to receive future payment of deferred compensation under the provisions of the Equity-Based Plans shall be an unsecured claim against general assets of the Companies, if any, available at the time of payment.

13. NON-ASSIGNABILITY.

Neither any Participant, his designated beneficiary nor his estate, nor any other person shall have the right to encumber, pledge, sell, assign or transfer the right to receive payments under the Equity-Based Plans, except by will or by the laws of descent and distribution. All such payments and the right thereto are expressly declared to be non-assignable.

14. ADMINISTRATION.

The Equity-Based Plans shall be administered by one or more officers of the Companies appointed by the Compensation and Nominating Committees of the Boards (the "Administrator"). All Notices and amendments shall be filed with the Administrator and the Administrator shall be responsible for maintaining records of all Accounts and for furnishing the annual statements of account provided for in section 11. The Administrator shall also have the general authority to interpret, construe and implement provisions of the Equity-Based Plans. Any determination by such officer(s) shall be binding on the Participant and shall be final and conclusive.

15. AMENDMENT OR TERMINATION.

The Equity-Based Plans may at any time be amended, modified or terminated by the Board. However, no amendment, modification or termination shall adversely affect any Participant's rights in respect of amounts theretofore credited to his Accounts.

16. EFFECTIVE DATE.

The Equity-Based Plans shall be effective as of January 1, 1993, and any amendments hereto shall be effective on the date of adoption thereof by the Boards or as otherwise provided in such amendments.

SCHEDULE I

Lord Abbett Developing Growth Fund, Inc. Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Series Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Investment Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Tax-Free Income Trust
Lord Abbett U.S. Government Securities Money Market Fund, Inc. Lord Abbett Large-Cap Growth Fund
Lord Abbett Delta Fund

[For use by new Board members or EXHIBIT A by Board members who are not
currently deferring compensation]

INDEPENDENT BOARD MEMBERS OF
LORD, ABBETT & CO. -SPONSORED FUNDS

Effective for compensation that I earn as an Independent Board Member of each Lord Abbett-sponsored Fund in the future after I become an Independent Board Member or after the calendar year in which this Notice of Election is filed with the Companies if I am already an Independent Board Member, I hereby elect under section 6(a) and, if I am not already an Independent Board Member, section 6(c) of the Equity-Based Plans, as follows:

A. OPTIONAL DEFERRALS PURSUANT TO SECTION 3(c) OF THE EQUITY-BASED PLANS.

1. Amount Deferred:

_____  (a)  All compensation that I may defer pursuant to section 3(c)
            of the Equity-Based Plans

_____  (b)  $ ____________ per month (pro rated among all Funds and
            series on the basis of such compensation)

_____  (c)  Other: ______________________________________

_____  (a)  Until I cease to be an Independent Board Member

_____  (b)  Until __________________________
                  [specify date or event]

_____  (a)  The first business day of January following the year in
            which I cease to be an Independent Board Member

_____  (b) The first business day of (not earlier than January 1 of the
            second calendar year following the calendar year in which
            this Notice of Election is filed with the
            Companies):____________________
                       [specify month/year]

_____  (c)  The date of the following specific event which is not within
            my control: _________________________

_____  (a)  Entire amount in a lump sum

_____  (b)  In _____________ annual installments calculated as provided
            in section 9(a) of the Equity-Based Plans

_____  (c)  With the consent of the Companies, as  follows: _________

B. Mandatory deferrals pursuant to section 3(b) of the EQUITY-BASED PLANS (NEW INDEPENDENT BOARD MEMBERS ONLY)

1. Time of Payment:

_____  (a)  The first business day of January following the year in
            which I cease to be an Independent Board Member

_____  (b)  The later of the first business day of January following the
            year in which I turn 65 and January of the second calendar
            year following the calendar year in which this Notice of
            Election is filed with the Companies

_____  (c)  The later of the first business day of January following the
            year in which I retire from my principal occupation and
            January of the second calendar year following the calendar
            year in which this Notice of Election is filed with the
            Companies

_____  (d)  The first business day of (which day cannot be earlier than
            the earliest of (a), (b) and (c) above):____________________
                                                    [specify month/year]

_____  (a)  Entire amount in a lump sum

_____  (b)  In annual installments calculated as provided in section
            9(a) of the Equity-Based Plans

_____  (c)  With the consent of the Companies, as follows: ____________

C. DESIGNATION OF AND PAYMENTS TO BENEFICIARY:

I hereby designate ___________________* as my beneficiary to receive payments of the benefits under sections 3(b) and 3(c) of the Equity-Based Plans in the event of my death before payments of such benefits have been made in full. In the event that the said beneficiary predeceases me, I hereby designate ____________* as beneficiary instead.

Benefits payable to my designated beneficiary shall be paid in accordance with section 9(b) of the Equity-Based Plans, as follows:

_____  (a)  Entire amount in a lump sum

_____  (b)  In __________ annual installments calculated as provided in
            section 9(a) of the Equity-Based Plans

_____  (c)  In the event I have elected pursuant to 3(b) above to receive
            annual installments but such installments have not been paid in
            full, such installments shall be continued and paid to my
            designated beneficiary

_____  (d)  With the consent of the Companies, as follows: ________________

Date: _____________

* If more than one beneficiary is to be designated, add a page listing the beneficiaries and specify the percentage of each payment to be received by each beneficiary.

[For use by Board members                                              EXHIBIT B
who wish to change a
prior election]

INDEPENDENT BOARD MEMBERS OF
LORD ABBETT & CO.-SPONSORED FUNDS

I hereby elect pursuant to section 7(b) or 7(c) and section 8 of the Equity-Based Plans to change all prior Notices of Election I have filed with the Companies as follows:

A. Optional deferrals pursuant to section 3(c) OF THE EQUITY-BASED PLANS.

1. Amount Deferred:

Effective for compensation earned as an Independent Board Member of each Lord Abbett-sponsored Fund after the calendar year in which this Amended Notice of Election is filed with the Companies, I hereby elect to defer under section 3(c) of the Equity-Based Plans:

_____  (a)  All compensation that I may defer pursuant to section 3(c)
            of the Equity-Based Plans

_____  (b)  $___________ per month (pro rated among all Funds and series
            on the basis of such compensation)

_____  (c)  Other: _________________________

_____  (d)  None

_____  (a)  Until I cease to be an Independent Board Member

_____  (b)  Until ______________________________
                     [specify date or event]

Effective for all amounts deferred under section 3(c) of the Equity-Based Plans, including any amounts previously deferred, I hereby elect as follows:

_____  (a)  The first business day of January following the year in
            which I cease to be an Independent Board Member

_____  (b)  The first business day of (which day cannot be earlier than
            the January 1 of the second calendar year following the
            calendar year in which this Amended Notice of Election is
            filed with the Companies): _______________________________
                                            [specify month/year]

_____  (c)  The date of the following specific event which is not within
            my control: ____________

_____  (a)  Entire amount in a lump sum

_____  (b)  In annual installments calculated as provided in section
            9(a) of the Equity-Based Plans

_____  (c)  With the consent of the Companies, as follows: _____________

B. MANDATORY DEFERRALS PURSUANT TO SECTION 3(b) OF THE EQUITY-BASED PLANS.

_____  (a)  The first business day of January following the year in
            which I cease to be an Independent Board Member

_____  (b)  The later of the first business day of January following the
            year in which I turn 65 and January of the second calendar
            year following the calendar year in which this Amended
            Notice of Election is filed with the Companies

_____  (c)  The later of the first business day of January following
            the year in which I retire from my principal occupation and
            January of the second calendar year following the calendar
            year in which this Amended Notice of Election is filed with
            the Companies

_____  (d)  The first business day of (which day cannot be earlier than
            the earliest of (a), (b) and (c) above):____________________
                                                    [specify month/year]

_____  (a)  Entire amount in a lump sum

_____  (b)  In annual installments calculated as provided in section
            9(a) of the Equity-Based Plans

______ (c) With the consent of the Companies, as follows: ________

C. DEFERRALS PURSUANT TO SECTION 3(a) OF THE EQUITY-BASED PLANS.

_____  (a)  The first business day of January following the year in
            which I cease to be an Independent Board Member

_____  (b)  The later of the first business day of January following the
            year in which I turn 65 and January of the second calendar
            year following the calendar year in which this Amended
            Notice of Election is filed with the Companies

_____  (c)  The later of the first business day of January following
            the year in which I retire from my principal occupation and
            January of the second calendar year following the calendar
            year in which this Amended Notice of Election is filed with
            the Companies

_____  (d)  The first business day of (which day cannot be earlier than
            the earliest of (a), (b) and (c) above):___________________
                                                    [specify month/year]

_____  (a)  Entire amount in a lump sum

_____  (b)  In annual installments calculated as provided in section
            9(a) of the Equity-Based Plans

______ (c) With the consent of the Companies, as follows: ________

D. DESIGNATION OF BENEFICIARY:

I hereby revoke any prior beneficiary designation I may have made under the Equity-Based Plans, and I hereby designate __________________* as my beneficiary to receive payments in the event of my death before payments in full hereunder have been made. In the event that the said beneficiary predeceases me, I hereby designate ________________ * as beneficiary instead.

Benefits payable to my designated beneficiary shall be paid in accordance with section 9(b) of the Equity-Based Plans, as follows:

_____  (a)  Entire amount in a lump sum

_____  (b)  In __________ annual installments calculated as provided in
            section 9(a) of the Equity-Based Plans

_____  (c)  In the event I have elected pursuant to A4(b) or B2(b) above to
            receive annual installments but such installments have not been
            paid in full, such installments shall be continued and paid to
            my designated beneficiary

_____  (d)  With the consent of the Companies, as follows: ____________

I understand that this Amended Notice of Election shall be valid with respect to changes in the timing or number of payments only if it is filed with the Company (i) prior to the calendar year in which I cease to be an Independent Board member, (ii) by a date such that one full calendar year elapses between the filing of this Amended Notice with the Companies and the date my distribution would otherwise have commenced under my prior Notice of Election and (iii) by a date such that one full calendar year elapses between the filing of this Amended Notice with the Companies and the date my distribution will commence under this Amended Notice of Election. My prior Notice of Election shall be effective to the extent this Amended Notice of Election is invalid and to the extent no entry is made under any of the above items.

Date: ______________________

* If more than one beneficiary is to be designated, add a page listing the beneficiaries and specify the percentage of each payment to be received by each beneficiary.

February 27, 2001

Lord Abbett Securities Trust
90 Hudson Street
Jersey City, NJ 07302-3972

Dear Sirs:

You have requested our opinion in connection with your filing of Amendment No. 34 to the Registration Statement on Form N-1A (the "Amendment") under the Investment Company Act of 1940, as amended, of Lord Abbett Securities Trust, a Delaware business trust (the "Company"), and in connection therewith your registration of the following shares of beneficial interest, without par value, of the Company (collectively, the "Shares"): the Alpha Series (Classes A, B, C, and P); Growth & Income Series (Classes A, B, C, and P) (which will be renamed the All Value Fund effective March 1, 2001); International Series (Classes A, B, C, P, and Y); World Bond-Debenture Series (Classes A, B, C, and P); Micro-Cap Value Fund (Classes A and Y); and Micro-Cap Growth Fund (Classes A and Y).

We have examined and relied upon originals, or copies certified to our satisfaction, of such company records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below.

We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, assuming the issuance of the Shares for cash at net asset value and receipt by the Company of the consideration therefore as set forth in the Amendment, the Shares will be validly issued, fully paid and nonassessable.

We express no opinion as to matters governed by any laws other than Title 12 of the Delaware Code. We consent to the filing of this opinion solely in connection with the Amendment. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

WILMER, CUTLER & PICKERING

By:/s/ JAMES E. ANDERSON
   James E. Anderson, a partner

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 34 to Registration Statement No. 33-58846 of Lord Abbett Securities Trust - Lord Abbett Micro-Cap Growth Fund, Lord Abbett Micro-Cap Value Fund, All Value Fund (formerly known as Growth & Income Series), International Series, World Bond-Debenture Series and Alpha Series on Form N-1A of our reports dated December 20, 2000, appearing in the Annual Reports to Shareholders of Lord Abbett Securities Trust - Lord Abbett Micro-Cap Value Fund and Lord Abbett Micro-Cap Growth Fund and Lord Abbett Securities Trust - All Value Fund (formerly known as Growth & Income Series), International Series, World Bond- Debenture Series and Alpha Series for the year ended October 31, 2000 and to the references to us under the captions "Financial Highlights" in the Prospectuses and "Independent Auditors" and "Financial Statements" in the Statements of Additional Information, all of which are part of such Registration Statement.

Deloitte & Touche LLP
New York, New York
February 26, 2001

Rule 12b-1 Distribution Plan and Agreement Lord Abbett Securities Trust - Alpha Series Class B Shares

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of December 12, 1997 by and between LORD ABBETT SECURITIES TRUST, a Delaware business trust (the "Fund"), on behalf of the Alpha Series (the "Series") and LORD ABBETT DISTRIBUTOR LLC, a New York limited liability company (the "Distributor").

WHEREAS, the Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "Act"); and the Distributor is the exclusive selling agent of the Fund's shares of capital stock including the Fund's Class B 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") with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Series may make certain payments to the Distributor (a) to help reimburse the Distributor for the payment of sales commissions to institutions and persons permitted by applicable law and/or rules to receive such payments ("Authorized Institutions") in connection with sales of Shares and (b) for use by the Distributor in rendering service to the Fund, including paying and financing the payment of sales commissions, service fees, and other costs of distributing and selling Shares 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 (a) sales commissions (particularly those paid or financed with payments received hereunder) and
(b) service fees received hereunder 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, respectively. The Distributor may, from time to time, waive or defer payment of some fees payable at the time of the sale of Shares provided for under paragraph 2 hereof.

2. Subject to possible reductions as provided below in this paragraph 2, the Series periodically, as determined by the Fund's Board of Trustees (in the manner contemplated in paragraph 11), shall pay to the Distributor fees (a) for services, at an annual rate not to exceed .25 of 1% of the average annual net asset value of Shares outstanding and (b) for distribution, at an annual rate not to exceed .75 of 1% of the average annual net asset value of Shares outstanding.

Payments will be based on Shares outstanding during any such period. Shares outstanding include Shares issued for reinvested dividends and distributions. 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 11 of this Plan. The service fees mentioned in this paragraph are for the purposes mentioned in clause (b) (ii) of paragraph 1 of this Plan and the distribution fees mentioned in this paragraph are for the purposes mentioned in clause (b) (i) of paragraph 1 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 Fund 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 engage directly or indirectly in financing any activity which is primarily intended to result in the sale of Shares including, but not limited to: (a) paying and financing the payment of commissions or other payments relating to selling or servicing efforts and
(b) paying interest, carrying, or any other financing charges on any unreimbursed distribution or other expense incurred in a prior fiscal year of the Series whether or not such charges and unreimbursed distribution or other expense are determined to be a legal obligation of the Series, in whole or in part, by the Fund's Board of Trustees. The Fund's Board of Trustees (in the manner contemplated in paragraph 11 of this Plan) shall approve the timing, categories and calculation of any payments under this paragraph 3.

4.1. The Series will pay each person which has acted as Distributor of Shares its Allocable Portion (as such term is defined in paragraphs 13.1 through 13.3) of the distribution fees with respect to Shares of the Series in consideration of its services as principal underwriter for the Shares of the Fund. The distribution agreement pursuant to which a person acts or acted as principal underwriter of the Shares is referred to as the "Applicable Distribution Agreement". Such person shall be paid its Allocable Portion of such distribution fees notwithstanding such person's termination as Distributor of the Shares, such payments to be changed or terminated only
(i) as required by a change in applicable law or a change in accounting policy adopted by the Investment Companies Committee of the AICPA and approved by FASB that results in a determination by the Fund's independent accountants that any sales charges in respect of such Fund, which are not contingent deferred sales charges and which are not yet due and payable, must be accounted for by such Fund as a liability in accordance with GAAP, each after the effective date of this Plan and restatement; (ii) if in the sole discretion of the Board of Trustees, after due consideration of such factors as they considered relevant, including the transactions contemplated in any purchase and sale agreement entered into between the Fund's Distributor and any commission financing entity, the Board of Trustees determines (in the manner contemplated in paragraph 12), in the exercise of its fiduciary duty, that this Plan and the payments thereunder must be changed or terminated, notwithstanding the effect this action might have on the Fund's ability to offer and sell Shares; or (iii) in connection with a

Complete Termination of this Plan, it being understood that for this purpose a Complete Termination of this Plan occurs only if this Plan is terminated and the Fund has discontinued the distribution of Shares or other back-end load or substantially similar classes of shares; it being understood that such does not include Class C shares, I.E., those sold with a level load. The services rendered by a Distributor for which that Distributor is entitled to receive its Allocable Portion of the distribution fee shall be deemed to have been completed at the time of the initial purchase of the Shares (as defined in the Applicable Distribution Agreement) (whether of that Fund or another fund) taken into account in computing that Distributor's Allocable Portion of the distribution fee.

4.2. The obligation of the Series to pay the distribution fee shall terminate upon the termination of this Plan in accordance with the terms hereof.

4.3. The right of a Distributor to receive payments hereunder may be transferred by that Distributor (but not the distribution agreement itself or that Distributor's obligations thereunder) in order to raise funds which may be useful or necessary to perform its duties as principal underwriter, and any such transfer shall be effective upon written notice from that Distributor to the Fund. In connection with the foregoing, the Series is authorized to pay all or part of the distribution fee and/or contingent deferred sales charges with respect to Shares (upon the terms and conditions set forth in the then current Fund prospectus) directly to such transferee as directed by that Distributor.

4.4. As long as this Plan is in effect, the Fund shall not change the manner in which the distribution fee is computed (except as may be required by a change in applicable law or a change in accounting policy adopted by the Investment Companies Committee of the AICPA and approved by FASB that results in a determination by the Fund's independent accountants that any distribution fees which are not yet due and payable, must be accounted for by such Fund as a liability in accordance with GAAP).

5. The net asset value of the Shares shall be determined as provided in the Articles of Incorporation of the Fund. If the Distributor waives all or a portion of fees which are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Agreement to have the Fund pay such fees in the future.

6. 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 Fund 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. Over the long-term the expenses incurred by the Distributor for engaging directly or indirectly in financing any activity which is primarily intended to result in the sale of Shares are likely to be greater then the distribution fees receivable by the Distributor hereunder. Nevertheless, there exists the possibility that for a short-term period the Distributor may not have a sufficient amount of such expenses to warrant reimbursement by receipt of such distribution fees. Although the Distributor undertakes not to make a profit under this Plan, the Plan will be considered a compensation plan (i.e. distribution fees will be paid regardless of expenses incurred) in order to avoid the possibility of the Distributor not being able to receive such distribution fees because of a

temporary timing difference between its incurring such expenses and the receipt of such distribution fees.

7. Neither this Plan nor any other transaction between the Fund and the Distributor, or any successor or assignee thereof, 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, members or other representatives of the Distributor are or may be "interested persons" of the Fund, except as otherwise may be provided in the Act.

8. 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 or any of its shareholders, creditors, Trustees or officers; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or the Fund's 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.

9. 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.

10. This Plan may not be amended to increase materially the amount to be spent by the Fund 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.

11. Amendments to this Plan other than material amendments of the kind referred to in the foregoing paragraph 10 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.

12. 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.

13.1. For purposes of this Plan, the Distributor's "Allocable Portion" of the distribution fee shall be 100% of such distribution fees unless or until the Fund uses a principal underwriter other than the Distributor. Thereafter the Allocable Portion shall be the portion of the distribution fee attributable to (i) Shares of the Fund sold by the Distributor before there is a new principal underwriter, plus (ii) Shares of the Fund issued in connection with the exchange of Shares of another Fund in the Lord, Abbett Family of Funds, plus (iii) Shares of the Fund issued in connection with the reinvestment of dividends and capital gains.

13.2. The Distributor's Allocable Portion of the distribution fees and the contingent deferred sales charges arising with respect to Shares taken into account in computing the Distributor's Allocable Portion shall be limited under Article III, Sections 26(b) and (d) or other applicable regulations of the National Association of Securities Dealers, Inc. (the "NASD") as if the Shares taken into account in computing the Distributor's Allocable Portion themselves constituted a separate class of shares of the Fund.

13.3. The services rendered by the Distributor for which the Distributor is entitled to receive the Distributor's Allocable Portion of the distribution fees shall be deemed to have been completed at the time of the initial purchase of the Shares (or shares of another Fund in the Lord Abbett Family of Funds) taken into account in computing the Distributor's Allocable Portion. In addition, the Fund will pay to the Distributor any contingent deferred sales charges imposed on redemption of Shares (upon the terms and conditions set forth in the then current Fund prospectus) taken into account in computing the Distributor's Allocable Portion of the distribution fees. Notwithstanding anything to the contrary in this Plan, the Distributor shall be paid its Allocable Portion of the distribution fees regardless of the Distributor's termination as principal underwriter of the Shares of the Fund, or any termination of this Agreement other than in connection with a Complete Termination (as defined in paragraph 4.1) of the Plan as in effect on the date of execution of Distribution Agreement with the new Distributor. Except as provided in paragraph 4.1 and in the preceding sentence, the Fund's obligation to pay the distribution fees to the Distributor shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Fund of its right separately to pursue any claims it may have against the Distributor and to enforce such claims against any assets of the Distributor (other than the assets represented by the Distributor's rights to be paid its Allocable Portion of the distribution fees and to be paid the contingent deferred sales charges).

14. 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.

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 SECURITIES TRUST

                         By: /s/ THOMAS KONOP
                             ----------------
                              Vice President

ATTEST:

/s/ LYDIA GUZMAN
----------------
Assistant Secretary

LORD ABBETT DISTRIBUTOR LLC

By: /s/ PAUL A. HILSTAD
    -----------------------
    A Partner

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of May 19, 1997 by and between LORD ABBETT SECURITIES TRUST, a Delaware business trust (the "Fund"), on behalf of its Alpha 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 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 mentioned in this paragraph are for the purposes mentioned in clause (ii) of paragraph 1 of this Plan and the distribution fees mentioned in this paragraph are for the purposes mentioned in clause (i) of paragraph 1 and the second sentence of paragraph 3 of this Plan. The Distributor will monitor the payments hereunder and shall reduce such payments or take such other steps as may be necessary to assure that (X) the payments pursuant to this Plan shall be consistent with Rule 2830, subparagraphs (d)(2) and (5) of the Conduct Rules 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 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 and Agreement of Trust of the Fund. If the Distributor waives all or a portion of fees which are to be paid by the Series hereunder, the Distributor shall not be deemed to have waived its rights under this Agreement to have the Series pay such fees in the future.

5. The Secretary of the Fund, or in his absence the Chief Financial Officer, is hereby authorized to direct the disposition of monies paid or payable by the Series hereunder and shall provide to the Fund's Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts so expended pursuant to this Plan and the purposes for which such expenditures were made.

6. Neither this Plan nor any other transaction between the parties hereto pursuant to this Plan shall be invalidated or in any way affected by the fact that any or all of the trustees, officers, shareholders, or other representatives of the Fund are or may be "interested persons" of the Distributor, or any successor or assignee thereof, or that any or all of the directors, officers, partners, members or other representatives of the Distributor are or may be "interested persons" of the Fund, except as otherwise may be provided in the Act.

7. The Distributor shall give the Fund the benefit of the Distributor's best judgment and good faith efforts in rendering services under this Plan. Other than to abide by the provisions hereof and render the services called for hereunder in good faith, the Distributor assumes no responsibility under this Plan and, having so acted, the Distributor shall not be held liable or held accountable for any mistake of law or fact, or for any loss or damage arising or resulting therefrom suffered by the Fund, the Series or any of the shareholders, creditors, directors or officers of the Fund; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or the Series' shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.

8. This Plan shall become effective on the date hereof, and shall continue in effect for a period of more than one year from such date only so long as such continuance is specifically approved at least annually by a vote of the Board of Trustees of the Fund, including the vote of a majority of the trustees who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan, cast in person at a meeting called for the purpose of voting on such renewal.

9. This Plan may not be amended to increase materially the amount to be spent by the Series hereunder without the vote of a majority of its outstanding voting securities and each material amendment must be approved by a vote of the Board of Trustees of the Fund, including the vote of a majority of the trustees who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan, cast in person at a meeting called for the purpose of voting on such amendment.

10. Amendments to this Plan other than material amendments of the kind referred to in the foregoing paragraph 9 of this Plan may be adopted by a vote of the Board of Trustees of the Fund, including the vote of a majority of the trustees who are not "interested persons" of the Fund and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan. The Board of Trustees of the Fund may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.

11. This Plan may be terminated at any time without the payment of any penalty by (A) the vote of a majority of the trustees of the Fund who are not "interested persons" of the Fund and have no trustees or indirect financial interest in the operation of this Plan or in any agreement related to this Plan, or (B) by a shareholder vote in compliance with Rule 12b-1 and Rule 18f-3 under the Act as in effect at such time. This Plan shall automatically terminate in the event of its assignment.

12. So long as this Plan shall remain in effect, the selection and nomination of those trustees of the Fund who are not "interested persons" of the Fund are committed to the discretion of such disinterested trustees. The terms "interested persons," "assignment" and "vote of a majority of the outstanding voting securities" shall have the same meaning as those terms are defined in the Act.

13. The obligations of the Fund and the Series, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the trustees, shareholders, officers, employees or agents of the Fund or Series individually, but are binding only upon the assets and property of the Series. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every such trustee, shareholder, officer, employee or agent for any breach of the Fund or Series of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.

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 SECURITIES TRUST

                            By: /s/ THOMAS F. KONOP
                                -------------------
                                  Thomas F. Konop
                                  Vice President


ATTEST:

/s/ LYDIA GUZMAN
----------------
Lydia Guzman
Assistant Secretary

LORD ABBETT DISTRIBUTOR LLC

By: /s/ KENNETH B. CUTLER
    -----------------------
    Kenneth B. Cutler

Rule 12b-1 Distribution Plan and Agreement Lord Abbett Securities Trust -- Pension Class

RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of March 9, 1999 by and between LORD ABBETT SECURITIES TRUST, a Delaware business trust, (the "Fund"), on behalf of its Pension Class (the "Class") of its International 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 Class, pursuant to the Distribution Agreement between the Fund and the Distributor, dated July 12, 1996, and

WHEREAS, each Series desires to adopt a Distribution Plan and Agreement (the "Plan") for the Class with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Class 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 Class 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 Class 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 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 Class shall pay to the Distributor fees at each quarter-end
(a) for services, at an annual rate not to exceed .20 of 1% of the average annual net asset value of Shares outstanding for the quarter or more and (b) for distribution, at an annual rate not to exceed .25 of 1% of the average annual net asset value of Shares outstanding for the quarter or more. For purposes of the quarter-end fee payments above, (A) Shares issued pursuant to an exchange for 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 clauses (a) and (b) have been outstanding and (B) payments will be based on Shares outstanding during any such quarter. Shares outstanding in clause (a) and (b) above include Shares issued for reinvested dividends and distributions which have been outstanding for the quarter or more.

The Board of Trustees of the Fund shall from time to time determine the amounts and the time of payments (such as, at the time of sale, quarterly or otherwise), within the foregoing maximum amounts, that the Class may pay the Distributor hereunder. Such determinations by the Board of Trustees shall be made by votes of the kind referred to in paragraph 10 of this Plan. The service fees mentioned in this paragraph are for the purposes mentioned in clause (ii) of paragraph 1 of this Plan and the distribution fees mentioned in this paragraph are for the purposes mentioned in clause (i) of paragraph 1 and the second sentence of paragraph 3 of this Plan. The Distributor will monitor the payments hereunder and shall reduce such payments or take such other steps as may be necessary to assure that (x) the payments pursuant to this Plan shall be consistent with Rule 2830, subparagraphs (d)(2) and (5) of the Conducts Rules 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 Class shall not pay with respect to any Authorized Institution service fees equal to more than .20 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. Within the foregoing maximum amounts, the Distributor may use amounts received as distribution fees hereunder from the Class 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 foregoing, the Distributor may apply amounts authorized by the Fund's Board of Trustees designated as the distribution fee referred to in clause (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 Class hereunder, the Distributor shall not be deemed to have waived its rights under this Agreement to have the Class 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 Class 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, members or other representatives of the Distributor are or may be "interested persons" of the Fund, except as otherwise may be provided in the Act.

7. The Distributor shall give each Series 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 a Series, the Class 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 Class' shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.

8. This Plan shall become effective 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 Class 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.

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.

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 SECURITIES TRUST

                                By: /s/ PAUL A. HILSTAD
                                    -------------------
                                      Paul A. Hilstad
                                      Vice President

ATTEST:

/s/ LAWRENCE H. KAPLAN
Lawrence H. Kaplan
Assistant Secretary

LORD ABBETT DISTRIBUTOR LLC

By: /s/ PAUL A. HILSTAD
    -----------------------
      A Partner

LORD, ABBETT & CO.
LORD ABBETT-SPONSORED FUNDS
AND
LORD ABBETT DISTRIBUTOR LLC

CODE OF ETHICS

I. STATEMENT OF GENERAL PRINCIPLES

The personal investment activities of any officer, director, trustee or employee of the Lord Abbett-sponsored Funds (the Funds) or any partner or employee of Lord, Abbett & Co. (Lord Abbett) will be governed by the following general principles: (1) Covered Persons have a duty at all times to place first the interests of Fund shareholders and, in the case of employees and partners of Lord Abbett, beneficiaries of managed accounts; (2) all securities transactions by Covered Persons shall be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and (3) Covered Persons should not take inappropriate advantage of their positions with Lord Abbett or the Funds.

II. SPECIFIC PROHIBITIONS

No person covered by this Code, shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for a Fund (or, in the case of any employee or partner of Lord, Abbett, for another client of Lord Abbett), or if such a purchase or sale is under consideration for a Fund (or, in the case of an employee or partner of Lord Abbett, for another client of Lord Abbett), nor may such person have any dealings in a security that he may not purchase or sell for any other account in which he has Beneficial Ownership, or disclose the information to anyone, until such purchase, sale or contemplated action has either been completed or abandoned.

III. OBTAINING ADVANCE APPROVAL

Except as provided in Sections V and VI of this Code, all proposed transactions in securities (privately or publicly owned) by Covered Persons, except transactions in Excepted Securities and Excepted Transactions, should be approved consistent with the provisions of this Code. In order to obtain approval, the Covered Person must send their request to the Legal Department (see Appendix I for details on the approval process). After approval has been obtained, the Covered Person may act on it within the next seven business days1, unless he sooner learns of a contemplated action by Lord Abbett. After the seven business days, or upon hearing of such contemplated action, a new approval must be obtained.

Furthermore, in addition to the above requirements, partners and employees directly involved must disclose information they may have concerning securities they may want to purchase or

Lord, Abbett & Co. Code of Ethics December 2000

sell to any portfolio manager who might be interested in the securities for the portfolios they manage.

(1)         Except as provided in Sections V and VI of this Code,
            within 10 days following the end of each calendar
            quarter each Covered Person must file a signed Security
            Transaction Reporting Form. The form must be signed and
            filed whether or not any security transaction has been
            effected. If any transaction has been effected during
            the quarter for the Covered Person's account or for any
            account in which he has a direct or indirect Beneficial
            Ownership, it must be reported. Excepted from this
            reporting requirement are transactions effected in any
            accounts over which the Covered Person has no direct or
            indirect influence or control and transactions in
            Excepted Securities. Securities acquired in an Excepted
            Transaction should be reported. The Legal Department is
            responsible for reviewing these transactions and must
            bring any apparent violation to the attention of the
            General Counsel of Lord Abbett.

(2)         Each employee and partner of Lord Abbett will upon
            commencement of employment (within 5 business days) and
            annually thereafter disclose all personal securities
            holdings and annually certify that: (i) they have read
            and understand this Code and recognize they are subject
            hereto; and (ii) they have complied with the
            requirements of this Code and disclosed or reported all
            securities transactions required to be disclosed or
            reported pursuant to the requirements of this Code.

(3)         Each  employee  and  partner of Lord  Abbett will direct
            his  brokerage  firm to send  copies of all
            confirmations and all monthly statements directly to the
            Legal Department.

(4)         Each employee and partner of Lord Abbett who has a
            Fully-Discretionary Account (as defined in Section VI)
            shall disclose all pertinent facts regarding such
            Account to Lord Abbett's General Counsel upon
            commencement of employment. Each such employee or
            partner shall thereafter annually certify on the
            prescribed form that he or she has not and will not
            exercise any direct or indirect influence or control
            over such Account, and has not discussed any potential
            investment decisions with such independent fiduciary in
            advance of any such transactions.

V. SPECIAL PROVISIONS APPLICABLE TO OUTSIDE DIRECTORS AND TRUSTEES OF THE FUNDS

The primary function of the Outside Directors and Trustees of the Funds is to set policy and monitor the management performance of the Funds' officers and employees and the partners and employees of Lord Abbett involved in the management of the Funds. Although they receive complete information as to actual portfolio transactions, Outside Directors and Trustees are not given advance information as to the Funds' contemplated investment transactions.

An Outside Director or Trustee wishing to purchase or sell any security will therefore generally not be required to obtain advance approval of his security transactions. If, however, during discussions at Board meetings or otherwise an Outside Director or Trustee should learn in

Lord, Abbett & Co. Code of Ethics December 2000 2

advance of the Funds' current or contemplated investment transactions, then advance approval of transactions in the securities of such company(ies) shall be required for a period of 30 days from the date of such Board meeting. In addition, an Outside Director or Trustee can voluntarily obtain advance approval of any security transaction or transactions at any time.

No report described in Section IV (1) will be required of an Outside Director or Trustee unless he knew, or in the ordinary course of fulfilling his official duties as a director or trustee should have known, at the time of his transaction, that during the 15-day period immediately before or after the date of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee such security was or was to be purchased or sold by any of the Funds or such a purchase or sale was or was to be considered by a Fund. If he makes any transaction requiring such a report, he must report all securities transactions effected during the quarter for his account or for any account in which he has a direct or indirect Beneficial Ownership interest and over which he has any direct or indirect influence or control. Each Outside Director and Trustee will direct his brokerage firm to send copies of all confirmations of securities transactions to the Legal Department, and annually make the certification required under Section IV(2)(i) and (ii). Outside Directors' and Trustees' transactions in Excepted Securities are excepted from the provisions of this Code.

It shall be prohibited for an Outside Director or Trustee to (i) trade on material non-public information, or (ii) trade in options with respect to securities covered by this Code without advance approval from Lord Abbett. Prior to accepting an appointment as a director of any public company, an Outside Director or Trustee will advise Lord Abbett and discuss with Lord Abbett's Managing Partner whether accepting such appointment creates any conflict of interest or other issues.

If an Outside Director or Trustee, who is a director or an employee of, or consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt of such options, nor the exercise of those options and the receipt of the underlying security, requires advance approval from Lord Abbett. Further, neither the receipt nor the exercise of such options and receipt of the underlying security is reportable by such Outside Director or Trustee. Finally, neither the receipt nor the exercise of such options shall be considered "trading in options" within the meaning of the preceding paragraph of this Section V.

VI. ADDITIONAL REQUIREMENTS RELATING TO PARTNERS AND EMPLOYEES OF LORD ABBETT

It shall be prohibited for any partner or employee of Lord Abbett:

(1)         To obtain or accept  favors or  preferential
            treatment  of any kind or gift or other thing
            having a value of more than $100 from any person
            or entity that does  business with or on behalf of
            the investment company

(2)         to trade on material non-public information or otherwise
            fail to comply with the Firm's Statement of Policy and
            Procedures on Receipt and Use of Inside Information
            adopted

            pursuant to Section 15(f) of the Securities Exchange
            Act of 1934 and Section 204A of the Investment Advisers
            Act of 1940;

(3)         to trade in options with respect to securities covered
            under this Code;

(4)         to profit in the purchase and sale, or sale and
            purchase, of the same (or equivalent) securities within
            60 calendar days (any profits realized on such
            short-term trades shall be disgorged to the appropriate
            Fund or as otherwise determined);

(5)         to trade in futures or options on  commodities,
            currencies or other  financial  instruments,
            although the Firm reserves the right to make rare
            exceptions in unusual circumstances which have been
            approved by the Firm in advance;

(6)         to engage in short sales or purchase securities on
            margin;

(7)         to buy or sell any security  within seven  business
            days before or after any Fund (or other Lord Abbett
            client)  trades in that security (any profits  realized
            on trades  within the  proscribed  periods shall be
            disgorged  to the Fund (or the other  client) or as
            otherwise determined);

(8)         to subscribe to new or secondary public offerings, even
            though the offering is not one in which the Funds or
            Lord Abbett's advisory accounts are interested;

(9)         to become a director of any company without the Firm's
            prior consent and implementation of appropriate
            safeguards against conflicts of interest.

In connection with any request for approval, pursuant to Section III of this Code, of an acquisition by partners or employees of Lord Abbett of any securities in a private placement, prior approval will take into account, among other factors, whether the investment opportunity should be reserved for any of the Funds and their shareholders (or other clients of Lord Abbett) and whether the opportunity is being offered to the individual by virtue of the individual's position with Lord Abbett or the Funds. An individual's investment in privately-placed securities will be disclosed to the Managing Partner of Lord Abbett if such individual is involved in consideration of an investment by a Fund (or other client) in the issuer of such securities. In such circumstances, the Fund's (or other client's) decision to purchase securities of the issuer will be subject to independent review by personnel with no personal interest in the issuer.

If a spouse of a partner or employee of Lord Abbett who is a director or an employee of, or a consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt nor the exercise of those options requires advance approval from Lord Abbett or reporting. Any subsequent sale of the security acquired by the option exercise by that spouse would require advance approval and is a reportable transaction.

Advance approval is not required for transactions in any account of a Covered person if the Covered Person has no direct or indirect influence or control ( a "Fully-Discretionary

Account"). A Covered person will be deemed to have "no direct or
indirect influence or control" over an account only if : (i)
investment discretion for the account has been delegated to an
independent fiduciary and such investment discretion is not
shared with the employee, (ii) the Covered Person certifies in
writing that he or she has not and will not discuss any potential
investment decisions with such independent fiduciary before any
transaction and (iii) the General Counsel of Lord Abbett has
determined that the account satisfies these requirements.
Transaction in Fully-Discretionary Accounts by an employee or
partner of Lord Abbett are subject to the post-trade reporting
requirements of this Code.

VII. ENFORCEMENT

The Secretary of the Funds and General Counsel for Lord Abbett (who may be the same person) each is charged with the responsibility of enforcing this Code, and may appoint one or more employees to aid him in carrying out his enforcement responsibilities. The Secretary shall implement a procedure to monitor compliance with this Code through an ongoing review of personal trading records provided under this Code against transactions in the Funds and managed portfolios. The Secretary shall bring to the attention of the Funds' Audit Committees any apparent violations of this Code, and the Audit Committees shall determine what action shall be taken as a result of such violation. The record of any violation of this Code and any action taken as a result thereof, which may include suspension or removal of the violator from his position, shall be made a part of the permanent records of the Audit Committees of the Funds. The Secretary shall also prepare an ANNUAL ISSUES AND CERTIFICATION REPORT to the directors or trustees of the Funds that (A) summarizes Lord Abbett's procedures concerning personal investing, including the procedures followed by partners in determining whether to give approvals under Section III and the procedures followed by the Legal Department in determining pursuant to Section IV whether any Funds have determined to purchase or sell a security or are considering such a purchase or sale, and any changes in those procedures during the past year, and certifies to the directors or trustees that the procedures are reasonably necessary to prevent violations, and (B) identifies any recommended changes in the restrictions imposed by this Code or in such procedures with respect to the Code and any changes to the Code based upon experience with the Code, evolving industry practices or developments in the regulatory environment, and (c) summarizes any apparent violations of this Code over the past year and any sanctions imposed in response to those violations including any action taken by the Audit Committee of each of the Funds.

The Audit Committee of each of the Funds and the General Counsel of Lord Abbett may determine in particular cases that a proposed transaction or proposed series of transactions does not conflict with the policy of this Code and exempt such transaction or series of transactions from one or more provisions of this Code.

Lord, Abbett & Co. Code of Ethics December 2000 5

VIII. DEFINITIONS

"Covered Person" means any officer, director, trustee, director or trustee emeritus or employee of any of the Funds and any partner or employee of Lord Abbett. (See also definition of "Beneficial Ownership.")

"Excepted Securities" are shares of the Funds, bankers' acceptances, bank certificates of deposit, commercial paper, shares of registered open-end investment companies and U.S. Government and Agency securities. Please note that shares of closed-end investment companies and/or exchange traded unit-investment trusts ("UITs") are treated as common stock under the Code.

"Excepted Transactions" means securities acquired through tender offers or spin-offs; securities received due to a merger or acquisition; the sale of 300 shares or less of a S&P 500 stock; and any securities purchased through Dividend Reinvestment Programs (DRIPs) and/or Employee Stock Ownership Plans (ESOPs). Please note that any sales made from DRIPs and/or ESOPs require pre-approval as described in Section III of this Code (2).

"Outside Directors and Trustees" are directors and trustees who are not "interested persons" as defined in the Investment Company Act of 1940. "Security" means any stock, bond, debenture or in general any instrument commonly known as a security and includes a warrant or right to subscribe to or purchase any of the foregoing and also includes the writing of an option on any of the foregoing.

"Beneficial Ownership" is interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Accordingly, "beneficial owner" includes any Covered Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (i.e. the ability to share in profits derived from such security) in any equity security, including:

(i) securities held by a person's immediate family sharing the same house (with certain exceptions);

(ii) a general partner's interest in portfolio securities held by a general or limited partnership;

(iii) a person's interest in securities held in trust as trustee, beneficiary or settlor, as provided in Rule 16a-8(b); and

(iv) a person's right to acquire securities through options, rights or other derivative securities.

"Gender/Number" whenever the masculine gender is used herein, it includes the
feminine gender as well, and the singular includes the plural and the plural
includes the singular, unless in each case the context clearly indicates
otherwise.

Lord, Abbett & Co. Code of Ethics December 2000                              7