LORD ABBETT SECURITIES TRUST (Form: 485BPOS, Received: 02/29/2016 15:26:50)

1933 Act File No. 033-58846

1940 Act File No. 811-07538

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	X

	Pre-Effective Amendment No.

	Post-Effective Amendment No. 80	X

	and/or

	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	X

	Amendment No. 80	X

LORD ABBETT SECURITIES TRUST

(Exact Name of Registrant as Specified in Charter)

90 Hudson Street, Jersey City, New Jersey	07302-3973
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (800) 201-6984

Brooke A. Fapohunda, Esq.

Vice President and Assistant Secretary
90 Hudson Street Jersey City, New Jersey 07302-3973
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

	immediately upon filing pursuant to paragraph (b)

X	on March 1, 2016 pursuant to paragraph (b)

	60 days after filing pursuant to paragraph (a)(1)

	on (date) pursuant to paragraph (a)(1)

	75 days after filing pursuant to paragraph (a)(2)

	on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Lord Abbett Securities Trust

PROSPECTUS

MARCH 1, 2016


LORD ABBETT ALPHA STRATEGY FUND	CLASS	TICKER	CLASS	TICKER
	A	ALFAX	R2	ALFQX
	B	ALFBX	R3	ALFRX
	C	ALFCX	R4	ALFKX
	F	ALFFX	R5	ALFTX
	I	ALFYX	R6	ALFVX
	P	N/A
LORD ABBETT FUNDAMENTAL EQUITY FUND	CLASS	TICKER	CLASS	TICKER
	A	LDFVX	R2	LAVQX
	B	GILBX	R3	LAVRX
	C	GILAX	R4	LAVSX
	F	LAVFX	R5	LAVTX
	I	LAVYX	R6	LAVVX
	P	LAVPX
LORD ABBETT GROWTH LEADERS FUND	CLASS	TICKER	CLASS	TICKER
	A	LGLAX	R2	LGLQX
	B	GLABX	R3	LGLRX
	C	LGLCX	R4	LGLSX
	F	LGLFX	R5	LGLUX
	I	LGLIX	R6	LGLVX
LORD ABBETT INTERNATIONAL CORE EQUITY FUND	CLASS	TICKER	CLASS	TICKER
	A	LICAX	R2	LICQX
	B	LICBX	R3	LICRX
	C	LICCX	R4	LICSX
	F	LICFX	R5	LICTX
	I	LICYX	R6	LICVX
	P	LICPX
LORD ABBETT INTERNATIONAL DIVIDEND INCOME FUND	CLASS	TICKER	CLASS	TICKER
	A	LIDAX	R2	LIDRX
	B	N/A	R3	LIRRX
	C	LIDCX	R4	LIRSX
	F	LIDFX	R5	LIRTX
	I	LAIDX	R6	LIRVX
LORD ABBETT INTERNATIONAL OPPORTUNITIES FUND	CLASS	TICKER	CLASS	TICKER
	A	LAIEX	R2	LINQX
	B	LINBX	R3	LINRX
	C	LINCX	R4	LINSX
	F	LINFX	R5	LINTX
	I	LINYX	R6	LINVX
	P	LINPX
LORD ABBETT MICRO CAP GROWTH FUND	CLASS	TICKER	CLASS	TICKER
LORD ABBETT MICRO CAP GROWTH FUND	A	N/A	I	LMIYX
LORD ABBETT MICRO CAP VALUE FUND	CLASS	TICKER	CLASS	TICKER
LORD ABBETT MICRO CAP VALUE FUND	A	N/A	I	LMVYX
LORD ABBETT VALUE OPPORTUNITIES FUND	CLASS	TICKER	CLASS	TICKER
	A	LVOAX	R2	LVOQX
	B	LVOBX	R3	LVORX
	C	LVOCX	R4	LVOSX
	F	LVOFX	R5	LVOTX
	I	LVOYX	R6	LVOVX
	P	LVOPX

The Securities and Exchange Commission has not approved or disapproved of these securities or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

INVESTMENT PRODUCTS: NOT FDIC INSURED–NO BANK GUARANTEE–MAY LOSE VALUE

TABLE OF CONTENTS


WHAT YOU SHOULD KNOW ABOUT THE FUNDS
	Alpha Strategy Fund	3
	Fundamental Equity Fund	13
	Growth Leaders Fund	22
	International Core Equity Fund	31
	International Dividend Income Fund	41
	International Opportunities Fund	51
	Micro Cap Growth Fund	60
	Micro Cap Value Fund	68
	Value Opportunities Fund	76
	Tax Information	84
	Payments to Broker-Dealers and Other Financial Intermediaries	84


MORE INFORMATION ABOUT THE FUNDS
	Investment Objective	84
	Principal Investment Strategies	84
	Principal Risks	109
	Additional Operational Risks	136
	Disclosure of Portfolio Holdings	137
	Management and Organization of the Funds	137
	Information About the Availability of Micro Cap Growth Fund and Micro Cap Value Fund	140

TABLE OF CONTENTS


INFORMATION FOR MANAGING YOUR FUND ACCOUNT
	Choosing a Share Class	141
	Sales Charges	150
	Sales Charge Reductions and Waivers	152
	Financial Intermediary Compensation	157
	Purchases	162
	Exchanges	164
	Redemptions	165
	Account Services and Policies	168
	Distributions and Taxes	176


FINANCIAL INFORMATION
	Alpha Strategy Fund	179
	Fundamental Equity Fund	183
	Growth Leaders Fund	187
	International Core Equity Fund	191
	International Dividend Income Fund	195
	International Opportunities Fund	199
	Micro Cap Growth Fund	203
	Micro Cap Value Fund	205
	Value Opportunities Fund	207


APPENDIX
	Appendix A: Underlying Funds of Alpha Strategy Fund	A-1

ALPHA STRATEGY FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term capital appreciation.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $50,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in “Sales Charge Reductions and Waivers” on page 152 of the prospectus and “Purchases, Redemptions, Pricing, and Payments to Dealers” on page 8-1 of the statement of additional information (“SAI”).


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	P	R2	R3	R4	R5	R6

Management Fees	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%	0.10%

Distribution and Service (12b-1) Fees	0.25%	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None

Other Expenses	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.05%

Acquired Fund Fees and Expenses	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%	1.09%

Total Annual Fund Operating Expenses	1.62%	2.37%	2.37%	1.47%	1.37%	1.82%	1.97%	1.87%	1.62%	1.37%	1.24%

Management Fee Waiver ⁽³⁾	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%	(0.05)%

Total Annual Fund Operating Expenses After Management Fee Waiver ⁽³⁾	1.57%	2.32%	2.32%	1.42%	1.32%	1.77%	1.92%	1.82%	1.57%	1.32%	1.19%

⁽¹⁾

A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase.

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

For the period from March 1, 2016 through February 28, 2017, Lord, Abbett & Co. LLC has contractually agreed to waive its fees at an annual rate of 0.05%. This agreement may be terminated only by the Fund’s Board of Trustees.

PROSPECTUS – ALPHA STRATEGY FUND

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	726		$	1,052		$	1,401		$	2,382		$	726		$	1,052		$	1,401		$	2,382

Class B Shares		$	735		$	1,035		$	1,461		$	2,516		$	235		$	735		$	1,261		$	2,516

Class C Shares		$	335		$	735		$	1,261		$	2,702		$	235		$	735		$	1,261		$	2,702

Class F Shares		$	145		$	460		$	798		$	1,753		$	145		$	460		$	798		$	1,753

Class I Shares		$	134		$	429		$	745		$	1,642		$	134		$	429		$	745		$	1,642

Class P Shares		$	180		$	568		$	981		$	2,133		$	180		$	568		$	981		$	2,133

Class R2 Shares		$	195		$	613		$	1,058		$	2,292		$	195		$	613		$	1,058		$	2,292

Class R3 Shares		$	185		$	583		$	1,006		$	2,186		$	185		$	583		$	1,006		$	2,186

Class R4 Shares		$	160		$	506		$	877		$	1,918		$	160		$	506		$	877		$	1,918

Class R5 Shares		$	134		$	429		$	745		$	1,642		$	134		$	429		$	745		$	1,642

Class R6 Shares		$	121		$	388		$	676		$	1,496		$	121		$	388		$	676		$	1,496

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 8.24% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Fund is a “fund of funds” that invests principally in affiliated mutual funds managed by Lord, Abbett & Co. LLC (the “underlying funds”). Under normal conditions, through the underlying funds, the Fund indirectly invests principally in the equity securities of U.S. and foreign micro-cap, small, and mid-sized companies. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both. Through the underlying funds, the Fund’s assets are allocated primarily to the following types of investments:

PROSPECTUS – ALPHA STRATEGY FUND

•

Equity securities of micro-cap, small, and mid-sized companies. The underlying funds may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The underlying funds consider equity securities to include rights offerings and investments that convert into the equity securities described above.

•

Growth companies that the underlying funds believe exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.

•

Value companies that the underlying funds believe to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

•

Foreign (including emerging market) securities, which may be traded on a U.S. or non-U.S. securities exchange, may be denominated in the U.S. dollar or other currencies, and may include American Depositary Receipts (“ADRs”).

In addition to investing in the underlying funds, the Fund may invest directly in any type of derivative as part of its investment strategies or for risk management purposes. Currently, the Fund invests in derivatives consisting principally of futures, forwards, options, and swaps. To the extent the Fund invests in derivatives, the Fund intends to do so primarily for non-hedging purposes. When investing in this manner, the Fund may use a derivative investment, such as an index future, to adjust exposure to, or to change the weighting of its investments in, a particular asset class without increasing or decreasing the allocation among the underlying funds. The Fund may use derivatives to gain exposure to any asset class, whether or not represented by the underlying funds. The Fund also may sell index futures short to reduce its exposure to a particular asset class represented by the index or to profit from an anticipated decline in the returns of the index. The aggregate net notional value of the Fund’s directly held positions in derivatives, determined at the time of the most recent position established, will not exceed 50% of the Fund’s net assets. The Fund currently expects, however, that the aggregate net notional value of such instruments, determined at the time of the most recent position established, will not exceed 35% of the Fund’s net assets under normal conditions. These percentage limitations exclude Fund assets indirectly invested in derivatives through the underlying funds.

PROSPECTUS – ALPHA STRATEGY FUND

The portfolio management team allocates the Fund’s assets among underlying funds that invest in equity securities across micro, small and mid-sized market capitalization ranges and all investment styles, and that invest in select non-U.S. companies. The portfolio management team generally employs a bottom-up investment approach emphasizing long term value.

The Fund generally will sell and reallocate its investments away from particular underlying funds when the Fund believes such a fund is less likely to benefit from the current market and economic environment, has a portfolio that shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective; however, in response to adverse economic, market or other unfavorable conditions, the Fund may invest its assets in a temporary defensive manner.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund also are the principal risks of investing in the underlying funds. These risks, which could adversely affect the Fund’s performance, include:

•

Underlying Fund Risk: The assets of the Fund are invested principally in the underlying funds. As a result, the investment performance of the Fund is directly related to the investment performance of the underlying funds in which it invests. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds. The Fund typically will invest in a diversified portfolio of underlying funds; however, to the extent that the Fund invests a significant portion of its assets in a single underlying fund it may be more susceptible to risks associated with that fund and its investments. It is possible that the holdings of underlying funds may contain securities of the same issuers, thereby increasing the Fund’s exposure to such issuers. It also is possible that one underlying fund may be selling a particular security when another is buying it, producing little or no change in exposure but generating transaction costs and/or resulting in realization of gains with no economic benefit. Lord, Abbett & Co. LLC is the investment adviser for both the Fund and the underlying funds and may be deemed to have a conflict of interest in determining the allocation of the Fund’s assets among the various underlying funds. In addition, the Fund’s shareholders will indirectly bear their proportionate share of the underlying funds’ fees and expenses as well as their proportionate share of the Fund’s fees and expenses.

PROSPECTUS – ALPHA STRATEGY FUND

•

Portfolio Management Risk: If the strategies used and investments selected by the Fund’s portfolio management team and/or the teams of the underlying funds fail to produce the intended results, the Fund and/or the underlying funds may not achieve their respective objectives. There can be no assurance that the allocation of Fund assets among the underlying funds or the Fund’s use of derivatives will maximize returns, minimize risks, or be appropriate for all investors. As a result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market.

•

Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Prices of equity securities tend to rise and fall more dramatically than those of debt securities.

•

Equity Securities Risk: Equity securities, as well as equity-like securities such as convertible debt securities, may experience significant volatility. Such securities may fall sharply in response to adverse events affecting overall markets, a particular industry or sector, or an individual company’s financial condition.

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If an underlying fund overweights a single industry or sector relative to its benchmark index, the underlying fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

Micro-Cap, Small, and Mid-Sized Company Risk: The equity securities of micro-cap, small, and mid-sized companies typically involve greater investment risks than larger, more established companies. As compared to larger companies, micro-cap, small, and mid-sized companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in markets that have not yet been established. Accordingly, micro-cap, small, and mid-sized company securities tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially over the short term. Micro-cap, small, and mid-sized companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform. The shares of micro-cap, small, and

PROSPECTUS – ALPHA STRATEGY FUND

mid-sized companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the ability to sell these securities in the future.

•

Foreign and Emerging Market Company Risk: Investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, the imposition of economic sanctions or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

•

Foreign Currency Risk: Certain of the underlying funds may invest in securities denominated in foreign currencies, which are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the

PROSPECTUS – ALPHA STRATEGY FUND

case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time.

•

Derivatives Risk: Derivatives can increase the Fund’s volatility and/or reduce the Fund’s returns. Derivatives are subject to certain risks, including the risk that the value of the derivative may not correlate with the value of the underlying security, rate, or index in the manner anticipated by portfolio management. In addition, investments in many types of derivatives involve heightened counterparty, liquidity, leverage, and other risks. Counterparty risk is the risk that the other party in a transaction may fail to fulfill its contractual obligations, leaving the Fund or an underlying fund to bear the resulting losses. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. If there is no liquid secondary trading market for derivatives, the Fund or an underlying fund may be unable to sell or otherwise close a derivatives position, exposing it to losses and making it more difficult to value accurately any derivatives in its portfolio. Because derivatives involve a small initial investment relative to the risk assumed (known as leverage), derivatives can magnify the Fund’s or an underlying fund’s losses. Short selling derivatives the Fund does not own involves heightened leverage. This means that the Fund’s losses will be magnified if the Fund short sells index futures and the reference index later increases in value. In addition, the Fund will be required to segregate permissible liquid assets to cover its obligations under these transactions and may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Fund’s use of derivatives is successful will depend on, among other things, the Fund’s ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Fund’s performance could suffer.

•

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the “More Information About the Funds – Principal Risks” section in the prospectus.

PROSPECTUS – ALPHA STRATEGY FUND

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class P shares because the Fund has not issued Class P shares. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

The bar chart shows changes in the performance of the Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Fund’s other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +25.22%		Worst Quarter 4th Q ’08 -25.10%

The table below shows how the Fund’s average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Fund’s average annual total returns include applicable sales charges.

The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through

PROSPECTUS – ALPHA STRATEGY FUND

tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance

Class A Shares

Before Taxes	-6.76%	7.57%	7.69%	–

After Taxes on Distributions	-9.79%	5.67%	6.28%	–

After Taxes on Distributions and Sale of Fund Shares	-1.32%	5.83%	6.04%	–

Class B Shares	-5.98%	7.75%	7.74%	–

Class C Shares	-2.64%	8.05%	7.59%	–

Class F Shares	-0.90%	9.02%	–	5.89%	9/28/2007

Class I Shares	-0.82%	9.12%	8.66%	–

Class R2 Shares	-1.43%	8.47%	–	5.35%	9/28/2007

Class R3 Shares	-1.29%	8.58%	–	5.46%	9/28/2007

Index

85% Russell 2000 ^® Index/15% S&P Developed Ex-U.S. SmallCap Index (reflects no deduction for fees, expenses, or taxes)	-2.84%	8.70%	6.69%	5.22%	9/28/2007

Lipper Average

Lipper Small-Cap Core Category Average (reflects no deduction for sales charges or taxes)	-5.14%	8.32%	6.36%	5.22%	9/28/2007

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Robert I. Gerber, Partner and Chief Investment Officer		2005

Giulio Martini, Portfolio Manager		2015

PROSPECTUS – ALPHA STRATEGY FUND

PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.


Investment Minimums—Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about taxes and payments to broker-dealers and other financial intermediaries, please turn to the “Tax Information” and “Payments to Broker-Dealers and Other Financial Intermediaries” sections of the prospectus.

PROSPECTUS – ALPHA STRATEGY FUND

FUNDAMENTAL EQUITY FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	P	R2	R3	R4	R5	R6

Management Fees	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%	0.52%

Distribution and Service (12b-1) Fees	0.25% ⁽³⁾	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None

Other Expenses	0.20%	0.20%	0.20%	0.20%	0.20%	0.20%	0.20%	0.20%	0.20%	0.20%	0.08%

Total Annual Fund Operating Expenses	0.97%	1.72%	1.72%	0.82%	0.72%	1.17%	1.32%	1.22%	0.97% ⁽³⁾	0.72% ⁽³⁾	0.60%

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

These amounts have been updated from fiscal year amounts to reflect current fees and expenses.

Example

PROSPECTUS – FUNDAMENTAL EQUITY FUND

investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	668		$	866		$	1,080		$	1,696		$	668		$	866		$	1,080		$	1,696

Class B Shares		$	675		$	842		$	1,133		$	1,831		$	175		$	542		$	933		$	1,831

Class C Shares		$	275		$	542		$	933		$	2,030		$	175		$	542		$	933		$	2,030

Class F Shares		$	84		$	262		$	455		$	1,014		$	84		$	262		$	455		$	1,014

Class I Shares		$	74		$	230		$	401		$	894		$	74		$	230		$	401		$	894

Class P Shares		$	119		$	372		$	644		$	1,420		$	119		$	372		$	644		$	1,420

Class R2 Shares		$	134		$	418		$	723		$	1,590		$	134		$	418		$	723		$	1,590

Class R3 Shares		$	124		$	387		$	670		$	1,477		$	124		$	387		$	670		$	1,477

Class R4 Shares		$	99		$	309		$	536		$	1,190		$	99		$	309		$	536		$	1,190

Class R5 Shares		$	74		$	230		$	401		$	894		$	74		$	230		$	401		$	894

Class R6 Shares		$	61		$	192		$	335		$	750		$	61		$	192		$	335		$	750

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund invests principally in equity securities of U.S. and multinational companies that the Fund believes are undervalued in all market capitalization ranges. Under normal conditions, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities. The Fund normally will invest at least 50% of its net assets in equity securities of large, established companies having a market capitalization within the range of companies included in the Russell 1000 ® Index. Although the Fund generally emphasizes equity securities of large companies, the Fund also may invest in equity securities of mid-sized and small companies.

PROSPECTUS – FUNDAMENTAL EQUITY FUND

include American Depositary Receipts (“ADRs”). The Fund’s principal investments include the following types of securities and other financial instruments:

	•		Equity securities of large, mid-sized, and small companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Value companies of any size that the Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

The Fund attempts to invest in companies the portfolio manager believes have been undervalued by the market and whose securities are selling at reasonable prices in relation to an assessment of their potential or intrinsic value. The Fund seeks to identify companies that have the strongest fundamentals relative to valuations and looks for positive factors in a company’s fundamental outlook that the Fund believes are likely to improve the value of the company’s stock price.

The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective; however, in response to adverse economic, market or other unfavorable conditions, the Fund may invest its assets in a temporary defensive manner. The Fund engages in active and frequent trading of its portfolio securities.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

PROSPECTUS – FUNDAMENTAL EQUITY FUND

•

Portfolio Management Risk: If the strategies used and investments selected by the Fund’s portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market.

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

Large Company Risk: As compared to smaller successful companies, larger, more established companies may be less able to respond quickly to certain market developments and may have slower rates of growth. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.

•

Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. As compared to larger companies, mid-sized and smaller companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in less established markets. Accordingly, mid-sized and smaller company securities tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially over the short term. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.

PROSPECTUS – FUNDAMENTAL EQUITY FUND

	•		Value Investing Risk: The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually be appropriately priced or even overpriced.
	•		Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, the imposition of economic sanctions or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non-emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid.

PROSPECTUS – FUNDAMENTAL EQUITY FUND

•

High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs, reduced investment performance, and higher taxes resulting from increased realized capital gains.

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

Bar Chart (per calendar year) — Class A Shares


Best Quarter 3rd Q ’09 +16.14%		Worst Quarter 3rd Q ’11 -19.59%

PROSPECTUS – FUNDAMENTAL EQUITY FUND

The table below shows how the Fund’s average annual total returns compare to the returns of securities market indices with investment characteristics similar to those of the Fund. The Fund’s average annual total returns include applicable sales charges.


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance

Class A Shares

Before Taxes	-8.70%	7.25%	6.36%	–

After Taxes on Distributions	-10.83%	4.72%	4.82%	–

After Taxes on Distributions and Sale of Fund Shares	-3.10%	5.49%	5.03%	–

Class B Shares	-8.22%	7.55%	6.43%	–

Class C Shares	-4.77%	7.81%	6.28%	–

Class F Shares	-3.03%	8.77%	–	5.84%	9/28/2007

Class I Shares	-2.93%	8.87%	7.36%	–

Class P Shares	-3.42%	8.39%	6.87%	–

Class R2 Shares	-3.53%	8.22%	–	5.32%	9/28/2007

Class R3 Shares	-3.40%	8.33%	–	5.42%	9/28/2007

Index

Russell 1000 ^® Value Index (reflects no deduction for fees, expenses, or taxes)	-3.83%	11.27%	6.16%	4.19%	9/28/2007

Russell 3000 ^® Value Index (reflects no deduction for fees, expenses, or taxes)	-4.13%	10.98%	6.11%	4.21%	9/28/2007

Russell 3000 ^® Index (reflects no deduction for fees, expenses, or taxes)	0.48%	12.18%	7.35%	5.98%	9/28/2007

S&P 500 ^® Index (reflects no deduction for fees, expenses, or taxes)	1.38%	12.57%	7.31%	5.87%	9/28/2007

PROSPECTUS – FUNDAMENTAL EQUITY FUND

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Manager.


Portfolio Manager/Title		Member of the Investment Management Team Since

Sean J. Aurigemma, Portfolio Manager		2010

PURCHASE AND SALE OF FUND SHARES


Investment Minimums — Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

PROSPECTUS – FUNDAMENTAL EQUITY FUND

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – FUNDAMENTAL EQUITY FUND

GROWTH LEADERS FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is to seek capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None

PROSPECTUS – GROWTH LEADERS FUND


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	R2	R3	R4	R5	R6

Management Fees	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%	0.55%

Distribution and Service (12b-1) Fees	0.25%	1.00%	1.00%	0.10%	None	0.60%	0.50%	0.25%	None	None

Other Expenses	0.19%	0.19%	0.19%	0.19%	0.19%	0.19%	0.19%	0.19%	0.19%	0.09%

Total Annual Fund Operating Expenses	0.99%	1.74%	1.74%	0.84%	0.74%	1.34%	1.24%	0.99%	0.74%	0.64% ⁽³⁾

Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%	(0.14)%

Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	0.85%	1.60%	1.60%	0.70%	0.60%	1.20%	1.10%	0.85%	0.60%	0.50%

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

This amount has been updated from fiscal year amounts to reflect current fees and expenses.

⁽⁴⁾

For the period from March 1, 2016 through February 28, 2017, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.60% for each class other than Class R6. For the same period, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.50% for Class R6. This agreement may be terminated only by the Fund’s Board of Trustees.

Example

PROSPECTUS – GROWTH LEADERS FUND


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	657		$	859		$	1,078		$	1,706		$	657		$	859		$	1,078		$	1,706

Class B Shares		$	663		$	834		$	1,131		$	1,842		$	163		$	534		$	931		$	1,842

Class C Shares		$	263		$	534		$	931		$	2,040		$	163		$	534		$	931		$	2,040

Class F Shares		$	72		$	254		$	452		$	1,024		$	72		$	254		$	452		$	1,024

Class I Shares		$	61		$	222		$	398		$	905		$	61		$	222		$	398		$	905

Class R2 Shares		$	122		$	411		$	721		$	1,600		$	122		$	411		$	721		$	1,600

Class R3 Shares		$	112		$	380		$	668		$	1,488		$	112		$	380		$	668		$	1,488

Class R4 Shares		$	87		$	301		$	533		$	1,200		$	87		$	301		$	533		$	1,200

Class R5 Shares		$	61		$	222		$	398		$	905		$	61		$	222		$	398		$	905

Class R6 Shares		$	51		$	191		$	343		$	785		$	51		$	191		$	343		$	785

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund invests principally in the equity securities of U.S. and foreign companies that the Fund’s portfolio managers believe demonstrate above-average, long-term growth potential in all market capitalization ranges. Under normal conditions, the Fund will invest at least 50% of its net assets in companies having a market capitalization range within the range of companies included in the Russell 1000 ® Index, a widely used benchmark for large-cap stock performance. The Fund normally will invest the remainder of its assets in securities of mid-sized and small companies.

The Fund may invest up to 20% of its net assets in securities of foreign (including emerging market) companies that are traded on a non-U.S. securities exchange and denominated in a foreign currency. The Fund may invest without limitation in other types of securities that do not meet these criteria but represent economic exposure to foreign markets, including American Depositary Receipts (“ADRs”). The Fund’s principal investments include the following types of securities and other financial instruments:

•

Equity securities of large, mid-sized, and small companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in

PROSPECTUS – GROWTH LEADERS FUND

			trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Growth companies of any size that the Fund’s portfolio management team believes exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.

The Fund engages in active and frequent trading of its portfolio securities in seeking to achieve its investment objective.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

•

PROSPECTUS – GROWTH LEADERS FUND

	•		Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.
	•		Growth Investing Risk: The Fund uses a growth investing style, which may be out of favor or may not produce the best results over short or longer time periods. In addition, growth stocks tend to be more volatile than slower-growing value stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall.
	•		Large Company Risk: As compared to smaller successful companies, larger, more established companies may be less able to respond quickly to certain market developments and may have slower rates of growth. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. As compared to larger companies, mid-sized and smaller companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in less established markets. Accordingly, mid-sized and smaller company securities tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially over the short term. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In

PROSPECTUS – GROWTH LEADERS FUND

			addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, the imposition of economic sanctions or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non-emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid.
	•		High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs, reduced investment performance, and higher taxes resulting from increased realized capital gains.

PERFORMANCE

PROSPECTUS – GROWTH LEADERS FUND

and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

Bar Chart (per calendar year) — Class A Shares


Best Quarter 1st Q ’12 +15.41%		Worst Quarter 3rd Q ’15 -6.15%

PROSPECTUS – GROWTH LEADERS FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	Life of Class	Inception Date for Performance

Class A Shares			6/30/2011

Before Taxes	0.54%	11.57%

After Taxes on Distributions	-1.28%	9.88%

After Taxes on Distributions and Sale of Fund Shares	0.51%	8.38%

Class B Shares	0.86%	16.25%	2/11/2013

Class C Shares	4.87%	12.28%	6/30/2011

Class F Shares	6.83%	13.28%	6/30/2011

Class I Shares	6.95%	13.40%	6/30/2011

Class R2 Shares	6.30%	13.02%	6/30/2011

Class R3 Shares	6.38%	12.91%	6/30/2011

Index

Russell 1000 ^® Growth Index (reflects no deduction for fees, expenses, or taxes)	5.67%	13.45% 15.31%	6/30/2011 2/11/2013

Russell 3000 ^® Growth Index (reflects no deduction for fees, expenses, or taxes)	5.09%	13.16% 15.04%	6/30/2011 2/11/2013

S&P 500 ^® Index (reflects no deduction for fees, expenses, or taxes)	1.38%	12.57% 13.24%	6/30/2011 2/11/2013

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

F. Thomas O’Halloran, Partner and Portfolio Manager		2011

Arthur K. Weise, Partner and Portfolio Manager		2011

Vernon T. Bice, Portfolio Manager		2011

PROSPECTUS – GROWTH LEADERS FUND

PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.


Investment Minimums — Initial/Additional Investments

Class	A and C	F, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – GROWTH LEADERS FUND

INTERNATIONAL CORE EQUITY FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is to seek long-term capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	P	R2	R3	R4	R5	R6

Management Fees	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%

Distribution and Service (12b-1) Fees	0.25% ⁽³⁾	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None

Other Expenses	0.34%	0.34%	0.34%	0.34%	0.34%	0.34%	0.34%	0.34%	0.34%	0.34%	0.17%

Total Annual Fund Operating Expenses	1.29% ⁽³⁾	2.04%	2.04%	1.14%	1.04%	1.49%	1.64%	1.54%	1.29% ⁽³⁾	1.04% ⁽³⁾	0.87% ⁽³⁾

Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	(0.17)%	(0.17)%	(0.17)%	(0.27)%	(0.27)%	(0.17)%	(0.17)%	(0.17)%	(0.17)%	(0.17)%	(0.17)%

Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	1.12%	1.87% ⁽³⁾	1.87% ⁽³⁾	0.87%	0.77%	1.32% ⁽³⁾	1.47% ⁽³⁾	1.37% ⁽³⁾	1.12%	0.87%	0.70%

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

These amounts have been updated from fiscal year amounts to reflect current fees and expenses.

⁽⁴⁾

For the period from March 1, 2016 through February 28, 2017, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.77% for Classes F and I. For the same period, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.70% for Class R6. This agreement may be terminated only by the Fund’s Board of Trustees.

Example

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	683		$	945		$	1,227		$	2,028		$	683		$	945		$	1,227		$	2,028

Class B Shares		$	690		$	923		$	1,283		$	2,162		$	190		$	623		$	1,083		$	2,162

Class C Shares		$	290		$	623		$	1,083		$	2,355		$	190		$	623		$	1,083		$	2,355

Class F Shares		$	89		$	335		$	602		$	1,362		$	89		$	335		$	602		$	1,362

Class I Shares		$	79		$	304		$	548		$	1,247		$	79		$	304		$	548		$	1,247

Class P Shares		$	134		$	454		$	797		$	1,765		$	134		$	454		$	797		$	1,765

Class R2 Shares		$	150		$	501		$	876		$	1,929		$	150		$	501		$	876		$	1,929

Class R3 Shares		$	139		$	470		$	823		$	1,820		$	139		$	470		$	823		$	1,820

Class R4 Shares		$	114		$	392		$	691		$	1,542		$	114		$	392		$	691		$	1,542

Class R5 Shares		$	89		$	314		$	557		$	1,256		$	89		$	314		$	557		$	1,256

Class R6 Shares		$	72		$	261		$	466		$	1,057		$	72		$	261		$	466		$	1,057

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund invests principally in a diversified portfolio of equity securities of large foreign companies that the portfolio managers believe are undervalued. Under normal conditions, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of large companies. For purposes of the Fund’s investment policies, a large company is defined as a company included among the largest 80% of companies in terms of market capitalization at the time of investment in each country represented in the MSCI EAFE ® Index. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both.

The Fund’s principal investments include the following types of securities and other financial instruments:

•

Equity securities of large companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

			legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Foreign companies whose securities may be traded on U.S. or non-U.S. securities exchanges, may be denominated in the U.S. dollar or other currencies, and may include American Depositary Receipts (“ADRs”). The Fund also may invest in supranational organizations. Although the Fund is not required to hedge its exposure to any currency, it may choose to do so. The Fund may invest up to 15% of its net assets in securities of foreign companies that are traded primarily on securities markets or exchanges located in emerging market countries.
	•		Growth companies that the Fund’s portfolio management team believes exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.
	•		Value companies that the Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

Consistent with its investment objective and policies, the Fund selectively may invest in derivatives. The Fund may use derivatives for risk management purposes, including to hedge against a decline in the value of certain investments and to adjust the investment characteristics of its portfolio. The Fund also may invest in derivatives for non-hedging purposes to increase its investment return or income. For example, the Fund may manage cash by investing in futures or other derivatives that provide efficient short-term investment exposure to broad equity markets. Some examples of the types of derivatives in which the Fund may invest are forward contracts, futures, options, and swap agreements.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

			currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non- emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Foreign Currency Risk: The Fund may invest in securities denominated in foreign currencies, which are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time.
	•		Geographic Concentration Risk: To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such region may have a greater impact on Fund performance relative to a more geographically diversified fund.
	•		Large Company Risk: As compared to smaller successful companies, larger, more established companies may be less able to respond quickly to certain market developments and may have slower rates of growth. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Blend Style Risk: Growth stocks tend to be more volatile than slower-growing value stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall. The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually be appropriately priced or even overpriced. A portfolio that combines growth and value styles may diversify these risks and lower its volatility, but there is no assurance this strategy will achieve that result.
	•		Derivatives Risk: Derivatives can increase the Fund’s volatility and/or reduce the Fund’s returns. Derivatives are subject to certain risks, including the risk that the value of the derivative may not correlate with the value of the underlying security, rate, or index in the manner anticipated by portfolio

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

management. Derivatives may be more sensitive to changes in economic or market conditions and may become illiquid. Derivatives are subject to leverage risk, which may increase the Fund’s volatility. Derivatives also are subject to counterparty risk, which means that the counterparty may fail to perform its obligations under the derivative contract. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to segregate permissible liquid assets to cover its obligations under these transactions and may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Fund’s use of derivatives is successful will depend on, among other things, the Fund’s ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Fund’s performance could suffer.

•

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +28.44%		Worst Quarter 3rd Q ’08 -20.59%

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance

Class A Shares

Before Taxes	-8.33%	0.43%	1.58%	–

After Taxes on Distributions	-8.33%	0.34%	1.09%	–

After Taxes on Distributions and Sale of Fund Shares	-4.19%	0.63%	1.42%	–

Class B Shares	-8.23%	0.58%	1.64%	–

Class C Shares	-4.35%	0.99%	1.52%	–

Class F Shares	-2.44%	1.88%	–	-1.45%	9/28/2007

Class I Shares	-2.37%	2.00%	2.53%	–

Class P Shares	-2.92%	1.50%	2.06%	–

Class R2 Shares	-3.04%	1.36%	–	-1.79%	9/28/2007

Class R3 Shares	-2.90%	1.47%	–	-1.83%	9/28/2007

Index

MSCI EAFE ^® Index with Gross Dividends (reflects no deduction for fees, expenses, or taxes)	-0.39%	4.07%	3.50%	-0.25%	9/28/2007

MSCI EAFE ^® Index with Net Dividends (reflects no deduction for fees or expenses, but reflects deduction of withholding taxes)	-0.81%	3.60%	3.03%	-0.71%	9/28/2007

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Vincent J. McBride, Partner and Director		2003

Todd D. Jacobson, Partner and Associate Director		2013

PURCHASE AND SALE OF FUND SHARES

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.


Investment Minimums—Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

INTERNATIONAL DIVIDEND INCOME FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is to seek a high level of total return.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	R2	R3	R4	R5	R6

Management Fees	0.66%	0.66%	0.66%	0.66%	0.66%	0.66%	0.66%	0.66%	0.66%	0.66%

Distribution and Service (12b-1) Fees	0.25% ⁽³⁾	1.00%	1.00%	0.10%	None	0.60%	0.50%	0.25%	None	None

Other Expenses	0.24%	0.24%	0.24%	0.24%	0.24%	0.24%	0.24%	0.24%	0.24%	0.17%

Total Annual Fund Operating Expenses	1.15% ⁽³⁾	1.90%	1.90%	1.00%	0.90%	1.50%	1.40%	1.15%	0.90%	0.83% ⁽³⁾

Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	(0.03)%	(0.03)%	(0.03)%	(0.09)%	(0.09)%	(0.03)%	(0.03)%	(0.03)%	(0.03)%	(0.03)%

Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ⁽⁴⁾	1.12%	1.87%	1.87% ⁽³⁾	0.91%	0.81%	1.47% ⁽³⁾	1.37% ⁽³⁾	1.12%	0.87%	0.80%

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

These amounts have been updated from fiscal year amounts to reflect current fees and expenses.

⁽⁴⁾

For the period from March 1, 2016 through February 28, 2017, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.81% for Classes F and I. For the same period, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.80% for Class R6. This agreement may be terminated only by the Fund’s Board of Trustees.

Example

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	683		$	917		$	1,169		$	1,890		$	683		$	917		$	1,169		$	1,890

Class B Shares		$	690		$	894		$	1,224		$	2,024		$	190		$	594		$	1,024		$	2,024

Class C Shares		$	290		$	594		$	1,024		$	2,220		$	190		$	594		$	1,024		$	2,220

Class F Shares		$	93		$	309		$	544		$	1,216		$	93		$	309		$	544		$	1,216

Class I Shares		$	83		$	278		$	490		$	1,100		$	83		$	278		$	490		$	1,100

Class R2 Shares		$	150		$	471		$	816		$	1,788		$	150		$	471		$	816		$	1,788

Class R3 Shares		$	139		$	440		$	763		$	1,677		$	139		$	440		$	763		$	1,677

Class R4 Shares		$	114		$	362		$	630		$	1,395		$	114		$	362		$	630		$	1,395

Class R5 Shares		$	89		$	284		$	496		$	1,105		$	89		$	284		$	496		$	1,105

Class R6 Shares		$	82		$	262		$	458		$	1,023		$	82		$	262		$	458		$	1,023

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund invests principally in a diversified portfolio of dividend-paying equity securities of foreign companies that the Fund believes are undervalued. Under normal conditions, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in dividend-paying securities.

The Fund’s principal investments include the following types of securities and other financial instruments:

	•		Equity securities of large, mid-sized, and small companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Foreign companies whose securities may be traded on U.S. or non-U.S. securities exchanges, may be denominated in the U.S. dollar or other currencies, and may include American Depositary Receipts (“ADRs”).

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

			Although the Fund is not required to hedge its exposure to any currency, it may choose to do so. The Fund may invest without limitation in foreign companies organized or operated in emerging market countries.
	•		Value stocks of companies of any size that the Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential to provide total return through capital appreciation and dividend income.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

	•		Portfolio Management Risk: If the strategies used and investments selected by the Fund’s portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market.
	•		Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Prices of equity securities tend to rise and fall more dramatically than those of debt securities.

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

Dividend Risk: Securities of dividend paying companies that meet the Fund’s investment criteria may not be widely available, limiting the Fund’s ability to produce current income and increasing the volatility of the Fund’s returns. At times, the performance of dividend paying companies may lag the performance of other companies or the broader market as a whole. In addition, the dividend payments of the Fund’s portfolio companies may vary over time, and there is no guarantee that a company will pay a dividend at all.

•

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

			currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non- emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Foreign Currency Risk: The Fund may invest in securities denominated in foreign currencies, which are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time.
	•		Geographic Concentration Risk: To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such region may have a greater impact on Fund performance relative to a more geographically diversified fund.
	•		Value Investing Risk: The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually be appropriately priced or even overpriced.
	•		Large Company Risk: As compared to smaller successful companies, larger, more established companies may be less able to respond quickly to certain market developments and may have slower rates of growth. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. As compared to larger companies, mid-sized and smaller companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in less established markets. Accordingly, mid-sized and smaller company securities tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

over the short term. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.

•

Real Estate Risk: An investment in a REIT generally is subject to the risks that impact the value of the underlying properties or mortgages of the REIT. These risks include loss to casualty or condemnation, and changes in supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses. Other factors that may adversely affect REITs include poor performance by management of the REIT, changes to the tax laws, or failure by the REIT to qualify for tax-free distribution of income, and changes in local, regional, or general economic conditions.

•

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class B shares because the Fund has not issued Class B shares. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +29.03%		Worst Quarter 3rd Q ’11 -19.00%

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	Life of Class	Inception Date for Performance

Class A Shares				6/30/2008

Before Taxes	-16.80%	-0.59%	-0.90%

After Taxes on Distributions	-17.17%	-1.41%	-1.52%

After Taxes on Distributions and Sale of Fund Shares	-8.65%	0.05%	-0.18%

Class C Shares	-13.27%	-0.10%	-0.78%	6/30/2008

Class F Shares	-11.58%	0.81%	0.11%	6/30/2008

Class I Shares	-11.45%	0.93%	0.23%	6/30/2008

Class R2 Shares	-11.96%	0.38%	-0.15%	6/30/2008

Class R3 Shares	-11.96%	0.39%	-0.21%	6/30/2008

Index

MSCI All Country World Ex-U.S. Value Index with Gross Dividends (reflects no deduction for fees, expenses or taxes)	-9.59%	0.49%	0.09%	6/30/2008

MSCI All Country World Ex-U.S. Value Index with Net Dividends (reflects no deduction for fees or expenses, but reflects deduction of withholding taxes)	-10.07%	-0.06%	-0.46%	6/30/2008

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Vincent J. McBride, Partner and Director		2008

Todd D. Jacobson, Partner and Associate Director		2013

PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares are not available for purchase. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.


Investment Minimums — Initial/Additional Investments

Class	A and C	F, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about taxes, and payments to broker-dealers and other financial intermediaries, please turn to the “Tax Information” and “Payments to Broker-Dealers and Other Financial Intermediaries” sections of the prospectus.

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

INTERNATIONAL OPPORTUNITIES FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	P	R2	R3	R4	R5	R6

Management Fees	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%	0.75%

Distribution and Service (12b-1) Fees	0.25%	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None

Other Expenses	0.33%	0.33%	0.33%	0.33%	0.33%	0.33%	0.33%	0.33%	0.33%	0.33%	0.25%

Total Annual Fund Operating Expenses	1.33%	2.08%	2.08%	1.18%	1.08%	1.53%	1.68%	1.58%	1.33%	1.08%	1.00% ⁽³⁾

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

This amount has been updated from fiscal year amounts to reflect current fees and expenses.

Example

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	703		$	972		$	1,262		$	2,084		$	703		$	972		$	1,262		$	2,084

Class B Shares		$	711		$	952		$	1,319		$	2,219		$	211		$	652		$	1,119		$	2,219

Class C Shares		$	311		$	652		$	1,119		$	2,410		$	211		$	652		$	1,119		$	2,410

Class F Shares		$	120		$	375		$	649		$	1,432		$	120		$	375		$	649		$	1,432

Class I Shares		$	110		$	343		$	595		$	1,317		$	110		$	343		$	595		$	1,317

Class P Shares		$	156		$	483		$	834		$	1,824		$	156		$	483		$	834		$	1,824

Class R2 Shares		$	171		$	530		$	913		$	1,987		$	171		$	530		$	913		$	1,987

Class R3 Shares		$	161		$	499		$	860		$	1,878		$	161		$	499		$	860		$	1,878

Class R4 Shares		$	135		$	421		$	729		$	1,601		$	135		$	421		$	729		$	1,601

Class R5 Shares		$	110		$	343		$	595		$	1,317		$	110		$	343		$	595		$	1,317

Class R6 Shares		$	102		$	318		$	552		$	1,225		$	102		$	318		$	552		$	1,225

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund invests primarily in stocks of companies principally based outside the United States. The Fund normally intends to invest at least 65% of its net assets in equity securities of small companies generally having a market capitalization at the time of purchase of less than $5 billion. The Fund may invest its remaining assets in equity securities of mid-sized or larger companies. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both.

The Fund’s principal investments include the following types of securities and other financial instruments:

•

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

			similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Foreign companies whose securities may be traded on U.S. or non-U.S. securities exchanges, may be denominated in the U.S. dollar or other currencies, and may include American Depositary Receipts (“ADRs”). Although the Fund is not required to hedge its exposure to any currency, it may choose to do so. The Fund may invest up to 15% of its net assets in securities of foreign companies that are traded primarily on securities markets or exchanges located in emerging market countries.
	•		Growth companies that the Fund’s portfolio management team believes exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.
	•		Value companies that the Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

			inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, the imposition of economic sanctions or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non- emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Foreign Currency Risk: The Fund may invest in securities denominated in foreign currencies, which are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time.
	•		Geographic Concentration Risk: To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such region may have a greater impact on Fund performance relative to a more geographically diversified fund.
	•		Blend Style Risk: Growth stocks tend to be more volatile than slower-growing value stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall. The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

be appropriately priced or even overpriced. A portfolio that combines growth and value styles may diversify these risks and lower its volatility, but there is no assurance this strategy will achieve that result.

•

PERFORMANCE

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +36.73%		Worst Quarter 3rd Q ’08 -24.96%

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance

Class A Shares

Before Taxes	3.53%	5.38%	4.39%	–

After Taxes on Distributions	2.67%	4.93%	3.96%	–

After Taxes on Distributions and Sale of Fund Shares	3.02%	4.31%	3.64%	–

Class B Shares	4.01%	5.61%	4.47%	–

Class C Shares	7.98%	5.92%	4.33%	–

Class F Shares	10.05%	6.88%	–	1.93%	9/28/2007

Class I Shares	10.11%	6.98%	5.36%	–

Class P Shares	9.67%	6.49%	4.90%	–

Class R2 Shares	9.46%	6.34%	–	1.43%	9/28/2007

Class R3 Shares	9.53%	6.47%	–	1.58%	9/28/2007

Index

S&P Developed Ex-U.S. SmallCap Index (reflects no deduction for fees, expenses, or taxes)	5.92%	5.51%	5.33%	1.76%	9/28/2007

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Todd D. Jacobson, Partner and Associate Director		2003

A. Edward Allinson, Portfolio Manager		2005

Vincent J. McBride, Partner and Director		2003

PURCHASE AND SALE OF FUND SHARES

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.


Investment Minimums—Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

MICRO CAP GROWTH FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	I

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	I

Management Fees	1.50%	1.50%

Distribution and Service (12b-1) Fees	None	None

Other Expenses	0.30%	0.30%

Total Annual Fund Operating Expenses	1.80%	1.80%


⁽¹⁾		A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

PROSPECTUS – MICRO CAP GROWTH FUND


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	747		$	1,109		$	1,494		$	2,569		$	747		$	1,109		$	1,494		$	2,569

Class I Shares		$	183		$	566		$	975		$	2,116		$	183		$	566		$	975		$	2,116

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of micro-cap companies. For purposes of the policy, the Fund defines a micro-cap company as a company having a market capitalization at the time of purchase that is under $1 billion or falls within the market capitalization range of companies in the Russell Microcap ^® Index. The Fund uses fundamental analysis to look for micro-cap companies that appear to have the potential for more rapid growth than the overall economy. The Fund evaluates companies based on an analysis of their financial statements, products and operations, market sectors, and interviews with management.

The Fund may invest in U.S. and foreign (including emerging market) companies. Foreign companies may be traded on U.S. or non-U.S. securities exchanges, may be denominated in the U.S. dollar or other currencies, and may include American Depositary Receipts (“ADRs”). The Fund’s principal investments include the following types of securities and other financial instruments:

	•		Equity securities of micro-cap companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Micro-cap companies having a market capitalization at the time of purchase that is under $1 billion or falls within the market capitalization range of companies in the Russell Microcap ^® Index.

PROSPECTUS – MICRO CAP GROWTH FUND

•

Growth companies that the Fund’s portfolio management team believes exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.

The Fund engages in active and frequent trading of its portfolio securities in seeking to achieve its investment objective.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately

PROSPECTUS – MICRO CAP GROWTH FUND

affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

Micro-Cap Company Risk: The Fund invests primarily in equity securities of micro-cap companies, which typically involve greater investment risks than larger, more established companies. As compared to larger companies, micro-cap companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in markets that have not yet been established. Accordingly, micro-cap company securities tend to be more sensitive to changing economic, market, and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially over the short term. Micro-cap companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the ability to sell these securities in the future.

•

Growth Investing Risk: The Fund uses a growth investing style, which may be out of favor or may not produce the best results over short or longer time periods. In addition, growth stocks tend to be more volatile than slower-growing value stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall.

•

PROSPECTUS – MICRO CAP GROWTH FUND

			political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non-emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.
	•		Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid.
	•		High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs, reduced investment performance, and higher taxes resulting from increased realized capital gains.

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Furthermore, high double-digit returns were achieved primarily during favorable market conditions and may not be repeated in the future.

The bar chart shows changes in the performance of the Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Fund’s other share class will vary due to the different expenses the class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

PROSPECTUS – MICRO CAP GROWTH FUND

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +31.46%		Worst Quarter 4th Q ’08 -29.02%

PROSPECTUS – MICRO CAP GROWTH FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years

Class A Shares

Before Taxes	-11.75%	10.96%	10.96%

After Taxes on Distributions	-16.44%	6.29%	8.27%

After Taxes on Distributions and Sale of Fund Shares	-4.03%	7.54%	8.38%

Class I Shares	-6.38%	12.39%	11.82%

Index

Russell Microcap ^® Growth Index (reflects no deduction for fees, expenses, or taxes)	-3.85%	10.08%	5.74%

Russell Microcap ^® Index (reflects no deduction for fees, expenses, or taxes)	-5.16%	9.23%	5.13%

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

F. Thomas O’Halloran, Partner and Portfolio Manager		2006

Arthur K. Weise, Partner and Portfolio Manager		2007

Matthew R. DeCicco, Portfolio Manager		2002

PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.

PROSPECTUS – MICRO CAP GROWTH FUND


Investment Minimums—Initial/Additional Investments

Class	A	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – MICRO CAP GROWTH FUND

MICRO CAP VALUE FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	I

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	I

Management Fees	1.50%	1.50%

Distribution and Service (12b-1) Fees	None	None

Other Expenses	0.29%	0.29%

Total Annual Fund Operating Expenses	1.79%	1.79%


⁽¹⁾		A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

PROSPECTUS – MICRO CAP VALUE FUND


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	746		$	1,106		$	1,489		$	2,559		$	746		$	1,106		$	1,489		$	2,559

Class I Shares		$	182		$	563		$	970		$	2,105		$	182		$	563		$	970		$	2,105

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of micro-cap companies. For purposes of the policy, the Fund defines a micro-cap company as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Microcap ^® Index. The Fund seeks to invest in micro-cap companies that appear to be undervalued and that appear to have good prospects for improvement in earnings trends, asset values, or other positive attributes. The Fund evaluates companies based on an analysis of their financial statements, products and operations, market sectors, and interviews with management.

	•		Equity securities of micro-cap companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.
	•		Micro-cap companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Microcap ^® Index.

PROSPECTUS – MICRO CAP VALUE FUND

•

Value companies that the Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

PROSPECTUS – MICRO CAP VALUE FUND

•

Value Investing Risk: The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually be appropriately priced or even overpriced.

•

PROSPECTUS – MICRO CAP VALUE FUND

economic fortunes are linked to emerging markets but which principally are traded on a non-emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.

•

PERFORMANCE

The bar chart shows changes in the performance of the Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Fund’s other share class will vary due to the different expenses the class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

PROSPECTUS – MICRO CAP VALUE FUND

Bar Chart (per calendar year) — Class A Shares


Best Quarter 2nd Q ’09 +28.95%		Worst Quarter 4th Q ’08 -29.53%

PROSPECTUS – MICRO CAP VALUE FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years

Class A Shares

Before Taxes	-3.83%	7.17%	6.64%

After Taxes on Distributions	-4.37%	5.91%	5.61%

After Taxes on Distributions and Sale of Fund Shares	-1.70%	5.59%	5.33%

Class I Shares	2.06%	8.57%	7.46%

Index

Russell Microcap ® Value Index (reflects no deduction for fees, expenses, or taxes)	-6.45%	8.45%	4.53%

Russell Microcap ® Index (reflects no deduction for fees, expenses, or taxes)	-5.16%	9.23%	5.13%

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Thomas B. Maher, Partner and Portfolio Manager		2013

Justin C. Maurer, Partner and Portfolio Manager		2013

PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.

PROSPECTUS – MICRO CAP VALUE FUND


Investment Minimums — Initial/Additional Investments

Class	A	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – MICRO CAP VALUE FUND

VALUE OPPORTUNITIES FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term capital appreciation.

FEES AND EXPENSES


Shareholder Fees (Fees paid directly from your investment)

Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None ⁽¹⁾	5.00%	1.00% ⁽²⁾	None


Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)

Class	A	B	C	F	I	P	R2	R3	R4	R5	R6

Management Fees	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%	0.70%

Distribution and Service (12b-1) Fees	0.25% ⁽³⁾	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None

Other Expenses	0.22%	0.22%	0.22%	0.22%	0.22%	0.22%	0.22%	0.22%	0.22%	0.22%	0.10%

Total Annual Fund Operating Expenses	1.17%	1.92%	1.92%	1.02%	0.92%	1.37%	1.52%	1.42%	1.17%	0.92% ⁽³⁾	0.80%

⁽¹⁾

⁽²⁾

A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

⁽³⁾

These amounts have been updated from fiscal year amounts to reflect current fees and expenses.

Example

PROSPECTUS – VALUE OPPORTUNITIES FUND

investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


Class	If Shares Are Redeemed												If Shares Are Not Redeemed

	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years

Class A Shares		$	687		$	925		$	1,182		$	1,914		$	687		$	925		$	1,182		$	1,914

Class B Shares		$	695		$	903		$	1,237		$	2,048		$	195		$	603		$	1,037		$	2,048

Class C Shares		$	295		$	603		$	1,037		$	2,243		$	195		$	603		$	1,037		$	2,243

Class F Shares		$	104		$	325		$	563		$	1,248		$	104		$	325		$	563		$	1,248

Class I Shares		$	94		$	293		$	509		$	1,131		$	94		$	293		$	509		$	1,131

Class P Shares		$	139		$	434		$	750		$	1,646		$	139		$	434		$	750		$	1,646

Class R2 Shares		$	155		$	480		$	829		$	1,813		$	155		$	480		$	829		$	1,813

Class R3 Shares		$	145		$	449		$	776		$	1,702		$	145		$	449		$	776		$	1,702

Class R4 Shares		$	119		$	372		$	644		$	1,420		$	119		$	372		$	644		$	1,420

Class R5 Shares		$	94		$	293		$	509		$	1,131		$	94		$	293		$	509		$	1,131

Class R6 Shares		$	82		$	255		$	444		$	990		$	82		$	255		$	444		$	990

PRINCIPAL INVESTMENT STRATEGIES

To pursue its objective, the Fund normally invests at least 65% of its net assets in equity securities of small and mid-sized companies. The remainder of the Fund’s assets may be invested in companies of any size. The Fund may change this policy at any time. The Fund attempts to invest in companies the investment team believes have been undervalued by the market and whose securities are selling at reasonable prices in relation to an assessment of their potential or intrinsic value. The Fund seeks to identify companies that have the strongest fundamentals relative to valuations and looks for positive factors that the Fund believes are likely to improve the value of the company’s stock price.

PROSPECTUS – VALUE OPPORTUNITIES FUND

include American Depositary Receipts (“ADRs”). The Fund’s principal investments include the following types of securities and other financial instruments:

•

Equity securities of small and mid-sized companies. The Fund may invest in any security that represents equity ownership in a company. Equity securities usually include common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.

•

Mid-sized and small companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 2500 Ô Index.

•

Value companies that Fund’s portfolio management team believes to be undervalued according to certain financial measurements of intrinsic worth or business prospects and to have the potential for capital appreciation.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

	•		Portfolio Management Risk: If the strategies used and investments selected by the Fund’s portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market.
	•		Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Prices of equity securities tend to rise and fall more dramatically than those of debt securities.

PROSPECTUS – VALUE OPPORTUNITIES FUND

•

Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

•

PROSPECTUS – VALUE OPPORTUNITIES FUND

costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks. Investments in emerging markets may be considered speculative and generally are riskier than investments in more developed markets because such markets tend to develop unevenly and may never fully develop. Emerging markets are more likely to experience hyperinflation and currency devaluations. Securities of emerging market companies may have far lower trading volumes and less liquidity than securities of issuers in developed markets. The Fund may invest in securities of companies whose economic fortunes are linked to emerging markets but which principally are traded on a non-emerging market exchange. Such investments do not meet the Fund’s definition of an emerging market security. To the extent the Fund invests in this manner, the percentage of the Fund’s portfolio that is exposed to emerging market risks may be greater than the percentage of the Fund’s assets that the Fund defines as representing emerging market securities.

•

PROSPECTUS – VALUE OPPORTUNITIES FUND

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and distributions. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

Bar Chart (per calendar year)—Class A Shares


Best Quarter 3rd Q ’09 +19.26%		Worst Quarter 3rd Q ’11 -21.04%

PROSPECTUS – VALUE OPPORTUNITIES FUND


Average Annual Total Returns (for the periods ended December 31, 2015)

Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance

Class A Shares

Before Taxes	-8.44%	7.40%	9.42%	–

After Taxes on Distributions	-10.00%	5.81%	8.35%	–

After Taxes on Distributions and Sale of Fund Shares	-3.43%	5.71%	7.56%	–

Class B Shares	-8.04%	7.66%	9.51%	–

Class C Shares	-4.48%	7.95%	9.36%	–

Class F Shares	-2.74%	8.92%	–	7.40%	9/28/2007

Class I Shares	-2.65%	9.03%	10.44%	–

Class P Shares	-3.06%	8.55%	9.95%	–

Class R2 Shares	-3.26%	8.38%	–	6.86%	9/28/2007

Class R3 Shares	-3.14%	8.48%	–	6.97%	9/28/2007

Index

Russell 2500 Ô Index (reflects no deduction for fees, expenses, or taxes)	-2.90%	10.32%	7.56%	6.51%	9/28/2007

Russell 2500 Ô Value Index (reflects no deduction for fees, expenses, or taxes)	-5.49%	9.23%	6.51%	5.60%	9/28/2007

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.


Portfolio Manager/Title		Member of the Investment Management Team Since

Thomas B. Maher, Partner and Portfolio Manager		2005

Justin C. Maurer, Partner and Portfolio Manager		2007

PROSPECTUS – VALUE OPPORTUNITIES FUND

PURCHASE AND SALE OF FUND SHARES


Investment Minimums — Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	$1 million minimum

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

PROSPECTUS – VALUE OPPORTUNITIES FUND

TAX INFORMATION

A Fund’s distributions, if any, generally are taxable to you as ordinary income, capital gains or a combination of the two. Certain taxes on distributions may not apply to tax-exempt investors or tax deferred accounts, such as a 401(k) plan or an IRA.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.

INVESTMENT OBJECTIVE

Alpha Strategy Fund, International Opportunities Fund, Micro Cap Growth Fund, Micro Cap Value Fund, and Value Opportunities Fund

Each Fund’s investment objective is long-term capital appreciation.

Fundamental Equity Fund

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

Growth Leaders Fund

The Fund’s investment objective is to seek capital appreciation.

International Core Equity Fund

The Fund’s investment objective is to seek long-term capital appreciation.

International Dividend Income Fund

The Fund’s investment objective is to seek a high level of total return.

PRINCIPAL INVESTMENT STRATEGIES

Alpha Strategy Fund

The Fund is a “fund of funds” that invests principally in affiliated mutual funds (the “underlying funds”) managed by Lord, Abbett & Co. LLC (“Lord Abbett”). Under normal conditions, through the underlying funds, the Fund

PROSPECTUS – THE FUNDS

indirectly invests principally in the equity securities of U.S. and foreign micro-cap, small, and mid-sized companies. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both.

Under normal conditions, the Fund seeks to maintain the following target allocations among underlying funds that primarily invest in the asset classes shown below, each measured at the time of investment in an underlying fund. Due to market fluctuations and other factors, the Fund’s actual allocations among the underlying funds may differ from the target allocations shown below. Although Lord Abbett reallocates the Fund’s assets among the underlying funds from time to time, it is not required to do so if market fluctuations cause the Fund’s actual allocations among the underlying funds to deviate from the target allocations shown below. The Fund may periodically change its asset allocation, rebalance its allocation among the underlying funds, or add or remove underlying funds, in each case without shareholder approval or notice. The Fund’s direct investments in derivatives will be allocated to the asset class they synthetically replicate, as applicable.


Asset Class		Target Allocation

Equity		100%

Foreign		0% to 25%

The Fund classifies underlying funds based on the asset class in which an underlying fund primarily invests. For example, if the portfolio management team allocates a portion of the Fund’s portfolio to Lord Abbett Value Opportunities Fund, such allocation will count towards the Fund’s equity exposure even though Lord Abbett Value Opportunities may have a portion of its assets invested in foreign securities. As a result, the Fund’s actual exposure to foreign securities may exceed the range shown above.

Through the underlying funds, which are described in “Appendix A: Underlying Funds of Alpha Strategy Fund,” the Fund’s assets are allocated primarily to the following types of investments:

•

Equity securities of micro-cap, small, and mid-sized companies. The underlying funds may invest in any security that represents equity ownership in a company. Currently, the underlying funds invest in equity securities consisting principally of common stocks, preferred stocks, and equity interests in trusts (including REITs), partnerships, joint ventures, limited liability companies and vehicles with similar legal structures, and other instruments with similar characteristics. The underlying funds consider equity securities to include rights offerings and investments that convert into the equity securities described above.

PROSPECTUS – THE FUNDS

•

Growth companies that the underlying funds believe exhibit faster-than-average gains in earnings and have the potential to continue profit growth at a high level.

•

Value companies that the underlying funds believe to be undervalued according to certain financial measurements of intrinsic worth or business prospects and have the potential for capital appreciation.

•

Foreign (including emerging market) securities, which may be traded on a U.S. or non-U.S. securities exchange, may be denominated in the U.S. dollar or other currencies, and may include ADRs.

In addition to investing in the underlying funds, the Fund may invest directly in any type of derivative as part of its investment strategies or for risk management purposes. Currently, the Fund invests in derivatives consisting principally of futures, forwards, options, and swaps. Derivatives are financial instruments that derive their value from the value of an underlying asset, reference rate, or index and may be traded either on an exchange or over-the-counter. To the extent that the Fund invests in derivatives, the Fund intends to do so primarily for non-hedging purposes. When investing in this manner, the Fund may use a derivative investment, such as an index future, to adjust exposure to, or to change the weighting of its investments in, a particular asset class without increasing or decreasing the allocation among the underlying funds. For example, the Fund may adjust its exposure to mid-cap stocks by investing in an S&P MidCap 400 Index futures contract as an alternative to increasing or decreasing its holdings of underlying funds that invest primarily or substantially in mid-cap stocks. The Fund may use derivatives to gain exposure to any asset class, whether or not represented by the underlying funds. The Fund also may sell index futures short to reduce its exposure to a particular asset class represented by the index or to profit from an anticipated decline in the returns of the index. The Fund may use other types of derivative instruments to adjust the Fund’s exposure to asset classes represented by the underlying funds, and may use derivative investments to gain access to asset classes that currently are not represented by the underlying funds in order to seek to enhance investment returns.

The aggregate net notional value of the Fund’s directly held positions in derivatives, determined at the time of the most recent position established, will not exceed 50% of the Fund’s net assets. The Fund currently expects, however, that the aggregate net notional value of such instruments, determined at the time of the most recent position established, will not exceed 35% of the Fund’s net assets under normal conditions. These percentage limitations exclude Fund assets indirectly invested in derivatives through the underlying funds. The Fund currently operates pursuant to an exemption from regulation by the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool under the

PROSPECTUS – THE FUNDS

Commodity Exchange Act. The Fund currently intends to limit its investments in derivatives to continue to comply with the conditions of the exemption, but the Fund may be subject to regulation as a commodity pool in the future.

The portfolio management team allocates the Fund’s assets among underlying funds that invest in equity securities across micro, small, and mid-sized market capitalization ranges and all investment styles, and that invest in select non-U.S. companies. The portfolio management team generally employs a bottom-up investment approach emphasizing long-term value.

The Fund may sell and reallocate its investments away from particular underlying funds for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the current allocation among the underlying funds, the overall market outlook, and the condition of the economy.

Temporary Defensive Strategies. The Fund seeks to remain fully invested in accordance with its investment objective. However, in an attempt to respond to adverse market, economic, political, or other conditions, the Fund may take a temporary defensive position that may be inconsistent with its principal investment strategies by holding some or all of its assets in short-term investments. These investments include cash, commercial paper, money market instruments, repurchase agreements, and U.S. Government securities. The Fund also may hold these types of investments while looking for suitable investment opportunities or to maintain liquidity. Taking a temporary defensive position could prevent the Fund from achieving its investment objective.

Fundamental Equity Fund

The Fund normally will invest at least 50% of its net assets in equity securities of large, established companies. A large, established company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies included in the Russell 1000 ® Index, a widely used benchmark for large-cap stock performance. The market capitalization range of the Russell 1000 ® Index as of June 30, 2015, following its most recent annual reconstitution, was approximately $1.6 billion to $723 billion.

PROSPECTUS – THE FUNDS

This range varies daily. Although the Fund generally emphasizes equity securities of large companies, the Fund also may invest in equity securities of mid-sized and small companies.

The Fund may invest in any security that represents equity ownership in a company. Equity securities in which the Fund may invest include common stocks, preferred stocks, equity interests in trusts (including REITs and privately offered trusts), partnerships, joint ventures, limited liability companies and vehicles with similar legal structures, and other instruments with similar economic characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.

The Fund attempts to invest in companies the investment team believes have been undervalued by the market and whose securities are selling at reasonable prices in relation to an assessment of their potential or intrinsic value. A security may be undervalued by the market because of a lack of awareness of the company’s intrinsic value or a lack of recognition of the company’s future potential. In addition, a company may be undervalued because it may be temporarily out of favor by the market.

The Fund may invest up to 10% of its net assets in securities of foreign (including emerging market) companies that are traded on a foreign securities exchange and denominated in a foreign currency. The Fund may invest without limitation in securities of companies that do not meet these criteria but represent economic exposure to foreign markets, including securities of companies that are organized or operated in a foreign country but primarily trade on a U.S. securities exchange. The Fund also may invest without limit in ADRs. ADRs are traded on U.S. securities exchanges and typically are issued by a financial institution (such as a U.S. bank) acting as a depositary and represent the depositary’s holdings of a specified number of shares of a foreign company. An ADR entitles the holder to all dividends and capital gains earned by the underlying foreign securities.

The Fund’s portfolio management uses a continuous and dynamic investment process in building the portfolio for the Fund, including quantitative research to identify stocks that the Fund believes represent attractive valuations, and fundamental research regarding a company’s resources, strategic plans and prospects for growth. The Fund seeks to identify companies that have the strongest fundamentals relative to valuations and looks for positive factors in a company’s fundamental outlook that the Fund believes are likely to improve the value of the company’s stock price. The Fund engages in active and frequent trading of its portfolio securities.

PROSPECTUS – THE FUNDS

requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

Growth Leaders Fund

To pursue its objective, the Fund invests principally in the equity securities of U.S. and foreign companies that the Fund’s portfolio managers believe demonstrate above-average, long-term growth potential in all market capitalization ranges. Under normal conditions, the Fund will invest at least 50% of its net assets in companies having a market capitalization within the range of companies included in the Russell 1000 ® Index, a widely used benchmark for large-cap stock performance. The market capitalization range of the Russell 1000 ® Index as of June 30, 2015, following its most recent annual reconstitution, was approximately $1.6 billion to $723 billion. This range varies daily. The Fund normally will invest the remainder of its assets in securities of mid-sized and small companies.

The Fund may invest up to 20% of its net assets in securities of foreign (including emerging market) companies that are traded on a foreign securities exchange and denominated in a foreign currency. The Fund may invest without limitation in securities of companies that do not meet these criteria but represent economic exposure to foreign markets, including securities of companies that are organized or operated in a foreign country but primarily trade on a U.S. securities exchange. The Fund also may invest without limit in ADRs. ADRs are traded on U.S. securities exchanges and typically are issued by a financial

PROSPECTUS – THE FUNDS

institution (such as a U.S. bank) acting as a depositary and represent the depositary’s holdings of a specified number of shares of a foreign company. An ADR entitles the holder to all dividends and capital gains earned by the underlying foreign securities.

The Fund seeks to invest in companies demonstrating above-average, long-term growth potential. The Fund’s portfolio managers follow a growth style of investing and look for companies that they believe exhibit sustainable above average gains in earnings. The Fund’s portfolio managers use a “bottom-up” investment approach, meaning that they identify and select securities for investment by the Fund based on in-depth company, industry, and market research and analysis.

The Fund engages in active and frequent trading of its portfolio securities in seeking to achieve its investment objective, and typically will have a portfolio turnover rate of over 100% annually.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

International Core Equity Fund

PROSPECTUS – THE FUNDS

for international stock performance. The market capitalization range for the MSCI EAFE ® Index as of June 30, 2015, following its most recent annual reconstitution, was $251 million to $248 billion. This range varies daily. The Fund will provide shareholders with 60 days’ notice of any change in this policy. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both.

The Fund invests principally in foreign companies, which may include companies that are traded on a foreign securities exchange and denominated in a foreign currency and companies that are organized or operated in a foreign country but primarily trade on a U.S. securities exchange. The Fund may invest up to 15% of its net assets in securities issued by foreign companies that are traded primarily on securities markets or exchanges located in emerging market countries. The Fund considers emerging market countries to be those included in the MSCI Emerging Market Free ® Index.

Foreign company securities also include ADRs and similar depositary receipts. ADRs are traded on U.S. securities exchanges and typically are issued by a financial institution (often a U.S. bank) acting as a depositary and represent the depositary’s holdings of a specified number of shares of a foreign company. An ADR entitles the holder to all dividends and capital gains earned by the underlying foreign securities.

The Fund may invest in supranational organizations, which are designed or supported by one or more governments or governmental agencies to promote economic development. Examples of supranational organizations include the Asian Development Bank, the European Coal and Steel Community, the European Community, and the World Bank.

PROSPECTUS – THE FUNDS

portfolio that foreign exchange price movements will be unfavorable for U.S. investors. Generally, these instruments allow the Fund to lock in a specified exchange rate for a period of time. They also may be used to increase the Fund’s exposure to foreign currencies that Lord Abbett believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another.

Consistent with its investment objective and policies, the Fund selectively may invest in derivatives. Derivatives are financial instruments that derive their value from an underlying asset, reference rate, or index. The Fund may use derivatives for risk management purposes, including to hedge against a decline in the value of certain investments and to adjust the investment characteristics of its portfolio. The Fund also may invest in derivatives for non-hedging purposes to increase its investment return or income. For example, the Fund may manage cash by investing in futures or other derivatives that provide efficient short-term investment exposure to broad equity markets. Derivatives are traded on exchanges or in the over-the-counter (“OTC”) market. Some examples of the types of derivatives in which the Fund may invest are forward contracts, futures, options, and swap agreements.

	•		Forward Contracts: A forward contract involves obligations of one party to purchase, and another party to sell, a specific amount of a currency (or a security or other financial instrument) at a future date, at a price established in the contract. A foreign exchange forward contract reduces the Fund’s exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. Forward contracts also may be structured for cash settlement, rather than physical delivery. The Fund may enter into non-deliverable currency forward contracts, which are a particular type of cash-settled forward contract that may be used to gain exposure to a non-convertible or relatively thinly traded foreign currency. Forward contracts typically are traded in the OTC market.
	•		Futures and Options on Futures: The Fund may purchase and sell financial futures contracts and related options on financial futures for any reason, including for hedging and risk management purposes. A futures contract is an agreement to buy or sell a set quantity of an underlying asset at a future date, or to make or receive a cash payment based on the value of a securities index, or some other asset, at a stipulated future date. The terms of futures contracts are standardized. In the case of a financial futures contract based upon a broad index, there is no delivery of the securities comprising the

PROSPECTUS – THE FUNDS

			underlying index and a clearing corporation is the counterparty. An option on a futures contract gives the purchaser the right to buy or sell a futures contract in exchange for the payment of a premium.
	•		Options: The Fund may purchase and sell (or “write”) call and put options in respect of specific securities (or groups of specific securities), indexes, or currencies. A “call option” on a security is a contract that gives the option purchaser the right to buy a specific number of securities from the option seller (or “writer”) at a specific price prior to a specified date. For this right, the option purchaser pays the option seller a certain amount of money or “premium,” which amount is established before entering into the option contract. The seller or “writer” of that option is obligated to deliver the relevant security to the option purchaser upon exercise of the option. A “put option” on a security is a similar contract that gives the option purchaser the right to sell, and obligates the option writer to buy, the relevant security at the exercise price at any time during the option period. The Fund may not, however, buy a put option or sell a call option on a security unless the Fund actually holds the security that is the subject of the option. Options on securities indexes are similar to options on individual securities, except that instead of giving the option purchaser the right to receive or sell the relevant security, it gives the option purchaser the right to receive an amount of cash if the closing level of the relevant index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The Fund may buy or sell standardized options, which typically are listed on an exchange, or privately negotiated and customized options, which typically are traded in the OTC market. OTC options contracts generally are available for a greater variety of securities, and a wider range of expiration dates and exercise prices, than are exchange-traded options.
	•		Swaps: The Fund may enter into interest rate, equity index, credit, currency and total return swap agreements, and swaptions (options on swaps) and similar transactions. The Fund may enter into these transactions for hedging purposes or in an attempt to obtain a particular return when it is considered desirable to do so. A swap transaction involves an agreement between two parties to exchange different cash flows based on a specified or “notional” amount. The cash flows exchanged in a specific transaction may be, among other things, payments that are the equivalent of interest on a principal amount, payments that would compensate the purchaser for losses on a defaulted security or basket of securities, or payments reflecting the performance of one or more specified currencies, securities or indices. The Fund may enter into swap transactions with counterparties that generally are banks, securities dealers or their respective affiliates.

PROSPECTUS – THE FUNDS

•

Asset Coverage for Derivatives: To the extent that the Fund is obligated under a derivatives contract to make a future payment, the Fund will be required to segregate or earmark on its books cash or other liquid assets to cover the Fund’s future obligations under the contract. This setting aside of assets generally is referred to as “cover.” With respect to swaps, futures and forward contracts that are contractually required to cash settle, the Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligation (i.e., the Fund’s daily net liability) under the contracts, if any, rather than such contract’s full notional value. In the case of futures and forward contracts that are not contractually required to cash settle, the Fund is required to set aside liquid assets equal to such contract’s full notional value (generally, the value of the asset underlying the contract at the time of valuation) during the period of time while the relevant positions are open. By setting aside assets equal to only its net obligations under cash-settled swaps, futures and forward contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts. The Fund currently operates pursuant to an exemption from regulation by the CFTC as a commodity pool under the Commodity Exchange Act. The Fund currently intends to limit its investments in derivatives to continue to comply with the conditions of the exemption, but the Fund may be subject to regulation as a commodity pool in the future.

The Fund’s valuation-based investment approach seeks to highlight companies whose market prices are at the greatest discount to their economic values taking into account its perception of the investment risks. The Fund attempts to take advantage of the short-term fluctuation of stock prices around the long-term measure of economic value, generally investing in opportunities that are at a significant discount to this measure. For this purpose, the Fund considers the economic or intrinsic value as the amount that an informed buyer would pay to own the entire business today. It is based on an assessment of the net assets of a company and the estimated future cash flows those assets will create in relation to the perceived business risk being taken.

The Fund uses a bottom-up investment research approach to identify companies the Fund believes to be attractive, long-term investment opportunities. The approach is based on in-depth analysis of a company’s financial statements, business strategy, management competence and overall industry trends, among other factors. Companies might be identified from investment research analysis or personal knowledge of their products and services. The Fund’s investment approach incorporates the following:

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A fundamental analysis of both companies and industries. This analysis attempts to determine the relative economic value of a business and support an assessment of the inherent investment risks.

PROSPECTUS – THE FUNDS

	•		An emphasis on absolute value and cross-border industry comparison.
	•		An analysis of industry, sector and economic trends. The Fund seeks to optimize various investment strategies across sectors and regions and control overall portfolio risk characteristics.
	•		Use of various quantitative models and screening tools to provide support for the construction of the portfolio.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, control various industry, sector or country risk exposure levels, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security. The Fund also may sell a stock when there has been a change in the fundamental company, industry or country factors that supported the original investment or when a company’s management has deviated from its financial plan or corporate strategy.

International Dividend Income Fund

PROSPECTUS – THE FUNDS

vehicles with similar legal structures, and other instruments with similar economic characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.

The Fund invests principally in foreign companies, including, without limitation, companies that are organized under the laws of jurisdictions outside of the U.S. The Fund also may invest, without limitation, in foreign companies that primarily are traded on a U.S. securities exchange, including companies that are operated outside the U.S. The Fund may invest, without limitation, in foreign companies organized or operated in emerging market countries. The Fund considers emerging market countries to be those included in the MSCI Emerging Market Free ® Index.

The Fund may invest in securities denominated in foreign currencies, which may decline in value relative to the U.S. dollar. In the case of hedged positions, the U.S. dollar may decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time. Although the Fund is not required to hedge its exposure to any currency, it may choose to do so. The Fund may engage in foreign currency transactions on a spot (cash) basis, and enter into foreign exchange forward contracts and invest in foreign currency futures contracts and options on foreign currencies and futures. The Fund may use these currency-related transactions to hedge the risk to the portfolio that foreign exchange price movements will be unfavorable for U.S. investors. Generally, these instruments allow the Fund to lock in a specified exchange rate for a period of time. They also may be used to increase the Fund’s exposure to foreign currencies that Lord Abbett believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another.

PROSPECTUS – THE FUNDS

exchanges or in the OTC market. Some examples of the types of derivatives in which the Fund may invest are forward contracts, futures, options, and swap agreements.

	•		Forward Contracts: A forward contract involves obligations of one party to purchase, and another party to sell, a specific amount of a currency (or a security or other financial instrument) at a future date, at a price established in the contract. A foreign exchange forward contract reduces the Fund’s exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. Forward contracts also may be structured for cash settlement, rather than physical delivery. The Fund may enter into non-deliverable currency forward contracts, which are a particular type of cash-settled forward contract that may be used to gain exposure to a non-convertible or relatively thinly traded foreign currency. Forward contracts typically are traded in the OTC market.
	•		Futures and Options on Futures: The Fund may purchase and sell financial futures contracts and related options on financial futures for any reason, including for hedging and risk management purposes. A futures contract is an agreement to buy or sell a set quantity of an underlying asset at a future date, or to make or receive a cash payment based on the value of a securities index, or some other asset, at a stipulated future date. The terms of futures contracts are standardized. In the case of a financial futures contract based upon a broad index, there is no delivery of the securities comprising the underlying index and a clearing corporation is the counterparty. An option on a futures contract gives the purchaser the right to buy or sell a futures contract in exchange for the payment of a premium.
	•		Options: The Fund may purchase and sell (or “write”) call and put options in respect of specific securities (or groups of specific securities), indexes, or currencies. A “call option” on a security is a contract that gives the option purchaser the right to buy a specific number of securities from the option seller (or “writer”) at a specific price prior to a specified date. For this right, the option purchaser pays the option seller a certain amount of money or “premium,” which amount is established before entering into the option contract. The seller or “writer” of that option is obligated to deliver the relevant security to the option purchaser upon exercise of the option. A “put option” on a security is a similar contract that gives the option purchaser the right to sell, and obligates the option writer to buy, the relevant security at the exercise price at any time during the option period. The Fund may not, however, buy a put option or sell a call option on a security unless the Fund actually holds the security that is the subject of the option. Options on

PROSPECTUS – THE FUNDS

securities indexes are similar to options on individual securities, except that instead of giving the option purchaser the right to receive or sell the relevant security, it gives the option purchaser the right to receive an amount of cash if the closing level of the relevant index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The Fund may buy or sell standardized options, which typically are listed on an exchange, or privately negotiated and customized options, which typically are traded in the OTC market. OTC options contracts generally are available for a greater variety of securities, and a wider range of expiration dates and exercise prices, than are exchange-traded options.

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Swaps: The Fund may enter into interest rate, equity index, credit, currency and total return swap agreements, and swaptions (options on swaps) and similar transactions. The Fund may enter into these transactions for hedging purposes or in an attempt to obtain a particular return when it is considered desirable to do so. A swap transaction involves an agreement between two parties to exchange different cash flows based on a specified or “notional” amount. The cash flows exchanged in a specific transaction may be, among other things, payments that are the equivalent of interest on a principal amount, payments that would compensate the purchaser for losses on a defaulted security or basket of securities, or payments reflecting the performance of one or more specified currencies, securities or indices. The Fund may enter into swap transactions with counterparties that generally are banks, securities dealers or their respective affiliates.

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currently intends to limit its investments in derivatives to continue to comply with the conditions of the exemption, but the Fund may be subject to regulation as a commodity pool in the future.

The Fund’s investment approach seeks to highlight undervalued companies that provide total return from both capital appreciation and dividend income. The Fund attempts to take advantage of the short-term fluctuation of stock prices around the long-term measure of economic value, generally investing in opportunities that are at a significant discount to this measure. For this purpose, the Fund considers the economic or intrinsic value as the amount that an informed buyer would pay to own the entire business today. It is based on an assessment of the net assets of a company and the estimated future cash flows those assets will create in relation to the apparent business risk being taken.

	•		A fundamental analysis of both companies and industries. This analysis attempts to determine the relative economic value of a business and assess the inherent investment risks.
	•		An analysis of the potential for capital appreciation among high dividend-paying common stocks. This analysis uses quantitative and qualitative screening tools to focus on companies with sustained earnings growth and profitability while maintaining a level of diversification across sectors and countries.
	•		An emphasis on absolute value and cross-border industry comparison.
	•		An analysis of industry, sector and economic trends. The Fund seeks to optimize various investment strategies across sectors and regions and control overall portfolio risk characteristics.

Generally, the Fund may sell investments in the following circumstances. Sales of a stock may occur when the Fund believes that its capital appreciation or dividend yield will no longer sufficiently enhance the Fund’s return, or when a stock has otherwise exceeded its estimated long-term economic value. The Fund may sell an investment when the Fund believes there has been a change in the fundamental company, industry or country factors that supported the original investment, or when a company’s management has deviated from its financial plan or corporate strategy. The Fund also may sell a security in order to control

PROSPECTUS – THE FUNDS

various industry, sector or country risk exposure levels, or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others.

International Opportunities Fund

To pursue its objective, the Fund invests primarily in stocks of companies principally based outside the United States. The Fund normally intends to invest at least 65% of its net assets in equity securities of small companies. For purposes of the policy, the Fund defines a small company as a company having a market capitalization at the time of purchase of less than $5 billion. This market capitalization threshold may vary in response to changes in the markets. The Fund may invest its remaining assets in equity securities of mid-sized or larger companies. The Fund uses a “blend” strategy to gain investment exposure to both growth and value stocks, or to stocks with characteristics of both.

The Fund invests primarily in foreign companies, including, without limitation, companies that are organized under the laws of jurisdictions outside of the U.S. The Fund also may invest, without limitation, in foreign companies that are primarily traded on a U.S. securities exchange, including companies that are operated outside the U.S. The Fund may invest up to 15% of its net assets in securities issued by foreign companies that are traded primarily on securities markets or exchanges located in emerging market countries. The Fund considers emerging market countries to be those non-U.S. countries that are not included in the developed markets of the S&P Developed Ex-U.S. SmallCap Index.

PROSPECTUS – THE FUNDS

100

The Fund may invest in securities denominated in foreign currencies, which may decline in value relative to the U.S. dollar. In the case of hedged positions, the U.S. dollar may decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time. Although the Fund is not required to hedge its exposure to any currency, it may choose to do so. The Fund may engage in foreign currency transactions on a spot (cash) basis, and enter into foreign exchange forward contracts and invest in foreign currency futures contracts and options on foreign currencies and futures. The Fund may use these currency-related transactions to hedge the risk to the portfolio that foreign exchange price movements will be unfavorable for U.S. investors. Generally, these instruments allow the Fund to lock in a specified exchange rate for a period of time. They may also be used to increase the Fund’s exposure to foreign currencies that Lord Abbett believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another.

Consistent with its investment objective and policies, the Fund selectively may invest in derivatives. Derivatives are financial instruments that derive their value from an underlying asset, reference rate, or index. The Fund may use derivatives for risk management purposes, including to hedge against a decline in the value of certain investments and to adjust the investment characteristics of its portfolio. The Fund also may invest in derivatives for non-hedging purposes to increase its investment return or income. For example, the Fund may manage cash by investing in futures or other derivatives that provide efficient short-term investment exposure to broad equity markets. Derivatives are traded on exchanges or in the OTC market. Some examples of the types of derivatives in which the Fund may invest are forward contracts, futures, options, and swap agreements.

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Forward Contracts : A forward contract involves obligations of one party to purchase, and another party to sell, a specific amount of a currency (or a security or other financial instrument) at a future date, at a price established in the contract. A foreign exchange forward contract reduces the Fund’s exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. Forward contracts also may be structured

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101

			for cash settlement, rather than physical delivery. The Fund may enter into non-deliverable currency forward contracts, which are a particular type of cash-settled forward contract that may be used to gain exposure to a non-convertible or relatively thinly traded foreign currency. Forward contracts typically are traded in the OTC market.
	•		Futures and Options on Futures: The Fund may purchase and sell financial futures contracts and related options on financial futures for any reason, including for hedging and risk management purposes. A futures contract is an agreement to buy or sell a set quantity of an underlying asset at a future date, or to make or receive a cash payment based on the value of a securities index, or some other asset, at a stipulated future date. The terms of futures contracts are standardized. In the case of a financial futures contract based upon a broad index, there is no delivery of the securities comprising the underlying index and a clearing corporation is the counterparty. An option on a futures contract gives the purchaser the right to buy or sell a futures contract in exchange for the payment of a premium.
	•		Options: The Fund may purchase and sell (or “write”) call and put options in respect of specific securities (or groups of specific securities), indexes, or currencies. A “call option” on a security is a contract that gives the option purchaser the right to buy a specific number of securities from the option seller (or “writer”) at a specific price prior to a specified date. For this right, the option purchaser pays the option seller a certain amount of money or “premium,” which amount is established before entering into the option contract. The seller or “writer” of that option is obligated to deliver the relevant security to the option purchaser upon exercise of the option. A “put option” on a security is a similar contract that gives the option purchaser the right to sell, and obligates the option writer to buy, the relevant security at the exercise price at any time during the option period. The Fund may not, however, buy a put option or sell a call option on a security unless the Fund actually holds the security that is the subject of the option. Options on securities indexes are similar to options on individual securities, except that instead of giving the option purchaser the right to receive or sell the relevant security, it gives the option purchaser the right to receive an amount of cash if the closing level of the relevant index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The Fund may buy or sell standardized options, which typically are listed on an exchange, or privately negotiated and customized options, which typically are traded in the OTC market. OTC options contracts generally are available for a greater variety of securities, and a wider range of expiration dates and exercise prices, than are exchange-traded options.

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102

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The Fund’s investment approach incorporates the following:

	•		A fundamental analysis of both companies and industries. This analysis attempts to determine the relative economic value of a business and support an assessment of the inherent investment risks.
	•		Use of various quantitative screening tools to provide support for the construction of the portfolio.

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103

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, control various industry, sector or country risk exposure levels, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security. The Fund also may sell a stock when there has been a change in the fundamental company, industry or country factors that supported the original investment or when a company’s management has deviated from its financial plan or corporate strategy.

Micro Cap Growth Fund

To pursue its objective, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of micro-cap companies. The Fund will provide shareholders with at least 60 days’ notice of any change in this policy. For purposes of the policy, the Fund defines a micro-cap company as a company having a market capitalization at the time of purchase that is under $1 billion or falls within the market capitalization range of companies in the Russell Microcap ® Index, a widely used benchmark for micro-cap stock performance. The market capitalization range of the Russell Microcap ® Index as of June 30, 2015, following its annual reconstitution, was $12 million to $1.3 billion. This range varies daily.

PROSPECTUS – THE FUNDS

104

Micro-cap companies represent the smallest sector of companies based on market capitalization. Micro-cap companies may be in their earliest stages of development and may offer unique products, services or technologies or may serve special or rapidly expanding niches. Micro-cap stocks are not traded in the volume typical of stocks listed on a national securities exchange. The Fund is intended for investors who are willing to withstand the risk of short-term price fluctuations in exchange for attractive potential long-term returns.

The Fund uses fundamental analysis to look for micro-cap companies that appear to have the potential for more rapid growth than the overall economy. The Fund seeks to identify micro-cap companies that generally exhibit faster-than-average gains in earnings and are expected to continue profit growth at a high level. The Fund evaluates companies based on an analysis of their financial statements, products and operations, market sectors, and interviews with management.

The Fund engages in active and frequent trading of its portfolio securities in seeking to achieve its investment objective, and typically will have a portfolio turnover rate of over 100% annually.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

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105

instruments, repurchase agreements, and U.S. Government securities. The Fund also may hold these types of investments while looking for suitable investment opportunities or to maintain liquidity. Taking a temporary defensive position could prevent the Fund from achieving its investment objective.

Micro Cap Value Fund

To pursue its objective, the Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of micro-cap companies. The Fund will provide shareholders with at least 60 days’ notice of any change in this policy. For purposes of the policy, the Fund defines a micro-cap company as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Microcap ® Index, a widely used benchmark for micro-cap stock performance. The market capitalization range of the Russell Microcap ® Index as of June 30, 2015, following its annual reconstitution, was $12 million to $1.3 billion. This range varies daily.

The Fund attempts to invest in the securities of less well-known micro-cap companies selling at reasonable prices in relation to an assessment of their potential value. Micro-cap companies represent the smallest sector of companies based on market capitalization. Micro-cap companies may be in their earliest stages of development and may offer unique products, services or technologies or may serve special or rapidly expanding niches. Micro-cap stocks are not traded in the volume typical of stocks listed on a national securities exchange. The Fund is intended for investors who are willing to withstand the risk of short-term price fluctuations in exchange for attractive potential long-term returns.

PROSPECTUS – THE FUNDS

106

depositary’s holdings of a specified number of shares of a foreign company. An ADR entitles the holder to all dividends and capital gains earned by the underlying foreign securities.

The Fund seeks to invest in micro-cap companies that appear to be undervalued and that appear to have good prospects for improvement in earnings trends, asset values, or other positive attributes. The Fund evaluates companies based on an analysis of their financial statements, products and operations, market sectors, and interviews with management. The Fund chooses stocks using:

	•		Quantitative research to identify stocks we believe represent the best bargains. As part of this process, we may look at the price of a company’s stock in relation to the company’s book value, its sales, the value of its assets, its earnings and its cash flow.
	•		Fundamental research to evaluate a company’s operating environment, resources, and strategic plans and to assess its prospects for exceeding earnings expectations.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

Value Opportunities Fund

PROSPECTUS – THE FUNDS

107

Small and mid-sized companies are defined as companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 2500 Ô Index, a widely used benchmark for small and mid-sized stock performance. The market capitalization range of the Russell 2500 Ô Index as of June 30, 2015, following its most recent annual reconstitution, was approximately $103 million to $11.5 billion. This range varies daily.

The Fund attempts to invest in smaller, less well-known companies and mid-sized companies that the investment team believes have been undervalued by the market and whose securities are selling at reasonable prices in relation to an assessment of their potential or intrinsic value. A security may be undervalued by the market because of a lack of awareness of the company’s intrinsic value or a lack of recognition of the company’s future potential. In addition, a company may be undervalued because it may be temporarily out of favor by the market. The Fund seeks to identify companies that have the strongest fundamentals relative to valuations and looks for positive factors that the Fund believes are likely to improve the value of the company’s stock price.

The Fund selects stocks using:

•

Quantitative research to identify stocks the Fund believes represent the best bargains. As part of this process, the Fund may look at the price of a company’s stock in relation to the company’s book value, its sales, the value of its assets, its earnings and cash flow.

PROSPECTUS – THE FUNDS

108

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Fundamental research to evaluate a company’s operating environment, resources, and strategic plans and to assess its prospects for exceeding earnings expectations.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

PRINCIPAL RISKS

Alpha Strategy Fund

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

The principal risks you assume when investing in the Fund, which also are principal risks of investing in the underlying funds, are described below. The Fund attempts to manage these risks through careful security selection, portfolio diversification, and continual portfolio review and analysis, but there can be no assurance or guarantee that these strategies will be successful in reducing risk. Please see the SAI for a further discussion of strategies employed by the underlying funds and the risks associated with an investment in the Fund.

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which it invests. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds. The Fund typically will invest in a diversified portfolio of underlying funds; however, to the extent that the Fund invests a significant portion of its assets in a single underlying fund it may be more susceptible to risks associated with that fund and its investments. It is possible that the holdings of underlying funds may contain securities of the same issuers, thereby increasing the Fund’s exposure to such issuers. It also is possible that one underlying fund may be selling a particular security when another is buying it, producing little or no change in exposure but generating transaction costs and/or resulting in realization of gains with no economic benefit. Lord Abbett is the investment adviser for both the Fund and the underlying funds and may be deemed to have a conflict of interest in determining the allocation of the Fund’s assets among the various underlying funds. In addition, the Fund’s shareholders will indirectly bear their proportionate share of the underlying funds’ fees and expenses as well as their proportionate share of the Fund’s fees and expenses.

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Portfolio Management Risk: The strategies used and investments selected by the Fund’s portfolio management team and/or the teams of the underlying funds to allocate their respective assets, and the strategies used and investments selected by such portfolio management, may fail to produce the intended results and the Fund and/or the underlying funds may not achieve their objectives. The securities selected for the Fund and/or underlying funds may not perform as well as other securities that were not selected for the Fund and/or underlying funds. There can be no assurance that the allocation of Fund assets among the underlying funds or the Fund’s use of derivatives will maximize returns, minimize risks, or be appropriate for all investors. As a result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, and may generate losses even in a rising market.

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Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity securities tend to rise and fall more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the underlying funds. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.

PROSPECTUS – THE FUNDS

110

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Equity Securities Risk: Investments in equity securities represent ownership in a company that fluctuates in value with changes in the company’s financial condition. Stock markets may experience significant volatility at times and may fall sharply in response to adverse events. Certain segments of the stock market may react differently than other segments and U.S. markets may react differently than foreign markets. Individual stock prices also may experience dramatic movements in price. Price movements may result from factors affecting individual companies, sectors, or industries selected for the Fund’s portfolio or the securities market as a whole, including periods of slower growth or recessionary economic conditions, future expectations of poor economic conditions, changes in political or social conditions, and lack of investor confidence. In addition, individual stocks may be adversely affected by factors such as reduced sales, increased costs, or a negative outlook for the future performance of the company. As compared with preferred stock and debt, common stock generally involves greater risk and has lower priority when liquidation, bankruptcy, and dividend payments are made. Because convertible securities have certain features that are common to fixed income securities and may be exchanged for common stock, they are subject to the risks affecting both equity and fixed income securities, including market, credit and interest rate risk.

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Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, the percentage of the Fund’s assets invested in specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. The Fund may be overweight in certain industries and sectors at various times relative to its benchmark index. If the Fund invests a significant portion of its assets in a particular industry or sector, the Fund is subject to the risk that companies in the same industry or sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors generally affecting that market segment. In such cases, the Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately affect certain industries and/or sectors. The industries and sectors in which the Fund may be overweighted will vary. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole, and the Fund’s investments in these industries and sectors may be disproportionately susceptible to losses even if not overweighted.

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Micro-Cap, Small, and Mid-Sized Company Risk: Investments in micro-cap, small, and mid-sized companies may involve greater risks than investments in larger, more established companies. Micro-cap, small, and mid-sized companies generally have narrower product lines, more limited financial resources, less experienced and relatively small management groups, and unproven track records, which may cause them to be more sensitive to

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111

changing economic, market, and industry conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, micro-cap, small, and mid-sized companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of micro-cap, small, and mid-sized company stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks, especially over the short term, which may affect the Fund’s ability to purchase or sell these securities. Although investing in micro-cap, small, and mid-sized companies offers potential for above-average returns, these companies may not succeed and the value of their stock could decline significantly. Micro-cap, small, and mid-sized companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.

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Blend Style Risk: Growth stocks tend to be more volatile than slower-growing value stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall. The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize the company’s intrinsic worth. Value investing also is subject to the risk that a company judged to be undervalued may actually be appropriately priced or even overpriced. A portfolio that combines growth and value styles may diversify these risks and lower its volatility, but there is no assurance this strategy will achieve that result. Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. The Fund intends to employ a blend of growth and value investment styles depending on market conditions, either of which may fall out of favor from time to time.

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Investments in foreign companies also may be adversely affected by governmental actions such as the nationalization of companies or industries, expropriation of assets, or confiscatory taxation. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the overall economic health of the issuer. Devaluation of a currency by a country’s government or banking authority also will have an adverse impact on the U.S. dollar value of any investments denominated in that currency. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies. The securities markets of emerging countries tend to be less liquid, especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial and other reporting requirements as securities issued in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

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Foreign Currency Risk: Certain of the underlying funds may invest a portion of their assets in securities that are denominated or receive revenues in foreign (including emerging market) currencies. Such securities are subject to the risk that the relevant currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a

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variety of reasons. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the underlying funds that are denominated in those currencies, including the value of any income distributions payable to an underlying fund as a holder of those securities. An underlying fund may, but is not required to, enter into certain hedging transactions in an attempt to reduce its foreign currency exposure. The underlying funds’ use of currency-related transactions involves the risk that an underlying fund will not accurately predict currency movements and the underlying fund’s return could be reduced as a result, in addition to the underlying fund incurring transaction costs. Also, it may be difficult or impractical to hedge currency risk in many emerging market countries. The risks associated with exposure to emerging market currencies may be heightened in comparison to those associated with exposure to developed market currencies.

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Derivatives Risk: Investment exposure to derivatives may increase the Fund’s volatility and/or reduce its returns. Derivatives are subject to certain risks, including the risk that the value of the derivative may not correlate with the value of the underlying security, rate, or index in the manner anticipated by portfolio management. In addition, many types of derivatives involve heightened counterparty, liquidity, leverage, and other risks. Counterparty risk is the risk that the other party in a transaction may fail to fulfill its contractual obligations, leaving the Fund or an underlying fund to bear the resulting losses. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. If there is no liquid secondary trading market for derivatives, the Fund or an underlying fund may be unable to sell or otherwise close a derivatives position, exposing it to losses and making it more difficult to value accurately any derivatives in its portfolio.

Because derivatives involve a small initial investment relative to the risk assumed (known as leverage), derivatives can magnify losses and increase volatility. Short selling derivatives the Fund does not own involves heightened leverage. This means that the Fund’s losses will be magnified if the Fund short sells index futures and the reference index later increases in value. The Fund and each underlying fund will be required to identify and earmark permissible liquid assets to cover its obligations under derivative transactions. The Fund and/or an underlying fund may have to liquidate positions before it is desirable to do so in order to fulfill its requirements to provide asset coverage for derivative transactions. The Fund’s use of derivatives may affect the amount, timing and character of distributions, and may cause the Fund to realize more short-term capital gain and ordinary income than if the Fund did not use derivatives. Furthermore, new regulation may make derivatives more costly, limit their availability, or otherwise adversely affect their value.

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			There is no assurance that the Fund or the underlying funds will be able to employ their derivatives strategies successfully. The impact of derivatives on the performance of the Fund or an underlying fund will depend on the ability to correctly forecast market movements, company and industry valuation levels and trends, changes in foreign exchange rates, and other factors. If such factors are incorrectly forecasted, the performance of the Fund or an underlying fund could suffer. Although hedging may reduce or eliminate losses, it may also reduce or eliminate gains.
	•		Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress.

Fundamental Equity Fund and Value Opportunities Fund

As used in this subsection of the prospectus, the term “the Fund” refers to Fundamental Equity Fund and Value Opportunities Fund, unless reference to a specific Fund is provided.

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

The principal risks you assume when investing in the Fund are described below. The Fund attempts to manage these risks through careful security selection, portfolio diversification, and continual portfolio review and analysis, but there can be no assurance or guarantee that these strategies will be successful in reducing risk. Please see the SAI for a further discussion of strategies employed by the Fund and the risks associated with an investment in the Fund.

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Portfolio Management Risk: The strategies used and investments selected by the Fund’s portfolio management team may fail to produce the intended result and the Fund may not achieve its objective. The securities selected for the Fund may not perform as well as other securities that were not selected for the Fund. As a result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, and may generate losses even in a rising market.

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Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity securities tend to rise and fall more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.

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	•		Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, the percentage of the Fund’s assets invested in specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. The Fund may be overweight in certain industries and sectors at various times relative to its benchmark index. If the Fund invests a significant portion of its assets in a particular industry or sector, the Fund is subject to the risk that companies in the same industry or sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors generally affecting that market segment. In such cases, the Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately affect certain industries and/or sectors. The industries and sectors in which the Fund may be overweighted will vary. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole, and the Fund’s investments in these industries and sectors may be disproportionately susceptible to losses even if not overweighted.
	•		Large Company Risk: Larger, more established companies may be unable to respond quickly to certain market developments. In addition, larger companies may have slower rates of growth as compared to successful, but less well-established, smaller companies, especially during market cycles corresponding to periods of economic expansion. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform. (This risk applies to Fundamental Equity Fund.)
	•		Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. Mid-sized and smaller companies generally have narrower product lines, more limited financial resources, less experienced and relatively small management groups, and unproven track records, which may cause them to be more sensitive to changing economic, market, and industry conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, mid- sized and smaller companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-sized and smaller company stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks, especially over the short term, which may affect the Fund’s ability to purchase or sell these securities. Although investing in mid-sized and smaller companies offers potential for above-average returns, these companies may not succeed and the value of

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their stock could decline significantly. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.

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Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations (including limitations on currency movements and exchanges), the imposition of economic sanctions or other government restrictions, higher transaction and other costs, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Investments in foreign companies also may be adversely affected by governmental actions such as the nationalization of companies or industries, expropriation of assets, or confiscatory taxation. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the overall economic health of the issuer. Devaluation of a currency by a country’s government or banking authority also will have an adverse impact on the U.S. dollar value of any investments denominated in that currency. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to

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the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies. The securities markets of emerging countries tend to be less liquid, especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial and other reporting requirements as securities issued in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

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Real Estate Risk: An investment in a REIT generally is subject to the risks that impact the value of the underlying properties of the REIT. These risks include loss to casualty or condemnation, and changes in supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Other factors that may adversely affect REITs include poor performance by management of the REIT, extended vacancies, failure to collect rents, the ability of the company to finance property purchases and renovations, changes to the tax laws, failure by the REIT to qualify for tax-free distribution of income, and changes in local, regional, or general economic conditions. REITs also are subject to default or prepayments by borrowers and self-liquidation, and are heavily dependent on cash flow. Some REITs lack diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Mortgage REITs may be impacted by the quality of the credit extended. REITs may be more volatile and/or more illiquid than other types of equity securities. (This risk applies to Value Opportunities Fund.)

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Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress.

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High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs. These costs are not reflected in the Fund’s annual operating expenses or in the expense example in the prospectus and shareholder reports, but they can reduce the Fund’s investment performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, resulting in higher taxes to shareholders when Fund shares are held in a taxable account. Realized capital gains that are considered “short term” for tax purposes result in higher taxes to shareholders than long term capital gains. The Financial Highlights table at the end of the prospectus shows the Fund’s portfolio turnover rate during past fiscal years. (This risk applies to Fundamental Equity Fund.)

Growth Leaders Fund

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

	•		Portfolio Management Risk: The strategies used and investments selected by the Fund’s portfolio management team may fail to produce the intended result and the Fund may not achieve its objective. The securities selected for the Fund may not perform as well as other securities that were not selected for the Fund. As a result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, and may generate losses even in a rising market.
	•		Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity securities tend to rise and fall more dramatically than those of debt securities.

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A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.

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	•		Growth Investing Risk: Growth stocks may trade at higher multiples of current earnings as compared to other stocks, which may lead to inflated prices. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall. Growth stocks are subject to potentially greater declines in value if, among other things, the stock is subject to significant investor speculation but fails to increase as anticipated. Growth investing has been in and out of favor during past market cycles. During periods when growth investing is out of favor or when markets are unstable, selling growth stocks at a desired price may be more difficult. Growth stocks may be more volatile than other slower-growing securities.
	•		Large Company Risk: Larger, more established companies may be unable to respond quickly to certain market developments. In addition, larger companies may have slower rates of growth as compared to successful, but less well-established, smaller companies, especially during market cycles corresponding to periods of economic expansion. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. Mid-sized and smaller companies generally have narrower product lines, more limited financial resources, less experienced and relatively small management groups, and unproven track records, which may cause them to be more sensitive to changing economic, market, and industry conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, mid- sized and smaller companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-sized and smaller company stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks, especially over the short term, which may affect the Fund’s ability to purchase or sell these securities. Although investing in mid-sized and smaller companies offers potential for above-average returns, these companies may not succeed and the value of their stock could decline significantly. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.
	•		Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as

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compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations (including limitations on currency movements and exchanges), the imposition of economic sanctions or other government restrictions, higher transaction and other costs, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Investments in foreign companies also may be adversely affected by governmental actions such as the nationalization of companies or industries, expropriation of assets, or confiscatory taxation. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the overall economic health of the issuer. Devaluation of a currency by a country’s government or banking authority also will have an adverse impact on the U.S. dollar value of any investments denominated in that currency. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies. The securities markets of emerging countries tend to be less liquid, especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial and other reporting requirements as securities issued in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

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	•		Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress.
	•		High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs. These costs are not reflected in the Fund’s annual operating expenses or in the expense example in the prospectus and shareholder reports, but they can reduce the Fund’s investment performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, resulting in higher taxes to shareholders when Fund shares are held in a taxable account. Realized capital gains that are considered “short term” for tax purposes result in higher taxes to shareholders than long term capital gains. The Financial Highlights table at the end of the prospectus shows the Fund’s portfolio turnover rate during past fiscal years.

International Core Equity Fund, International Dividend Income Fund, and International Opportunities Fund

As used in this subsection of the prospectus, the term “the Fund” refers to each of International Core Equity Fund, International Dividend Income Fund, and International Opportunities Fund, unless reference to a specific Fund is provided.

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

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Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity securities tend to rise and fall more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.

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convertible securities have certain features that are common to fixed income securities and may be exchanged for common stock, they are subject to the risks affecting both equity and fixed income securities, including market, credit and interest rate risk.

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Dividend Risk: Depending on market conditions, securities of dividend paying companies that meet the Fund’s investment criteria may not be widely available, limiting the Fund’s ability to produce current income and increasing the volatility of the Fund’s returns. At times, the performance of dividend paying companies may lag the performance of other companies or the broader market as a whole. The dividend payments of the Fund’s portfolio companies may vary over time, and there is no guarantee that a company will pay a dividend at all. A sharp rise in interest rates or an economic downturn could cause a company to reduce or eliminate its dividend. The reduction or elimination of dividends in the stock market as a whole may limit the Fund’s ability to produce current income. If dividend paying companies are highly concentrated in only a few market sectors, then the Fund’s portfolio may become less diversified, and the Fund’s return may become more volatile. (This risk applies to International Dividend Income Fund.)

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instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations (including limitations on currency movements and exchanges), the imposition of economic sanctions or other government restrictions, higher transaction and other costs, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Investments in foreign companies also may be adversely affected by governmental actions such as the nationalization of companies or industries, expropriation of assets, or confiscatory taxation. Foreign company securities also include ADRs. ADRs may be less liquid than the underlying shares in their primary trading market. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the overall economic health of the issuer. Devaluation of a currency by a country’s government or banking authority also will have an adverse impact on the U.S. dollar value of any investments denominated in that currency. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies. The securities markets of emerging countries tend to be less liquid, especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial and other reporting requirements as securities issued in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

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Foreign Currency Risk: The Fund may invest in securities that are denominated or receive revenues in foreign currencies. Such securities are subject to the risk that the relevant currencies will decline in value relative to the U.S. dollar, or, in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a variety of reasons. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the Fund that are denominated in those currencies, including the value of any income distributions payable to the Fund as a holder of those securities. The Fund’s use of currency-related transactions involves the risk that Lord Abbett will not accurately predict currency movements and the Fund’s return could be reduced as a result, in addition to the Fund incurring transaction costs. Also, it may be difficult or impractical to hedge currency risk in many developing or emerging countries. The risks associated with exposure to emerging market currencies may be heightened in comparision to those associated with exposure to developed market currencies.

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Geographic Concentration Risk: To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such region may have a greater impact on Fund performance relative to a more geographically diversified fund.

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Large Company Risk: Larger, more established companies may be unable to respond quickly to certain market developments. In addition, larger companies may have slower rates of growth as compared to successful, but less well-established, smaller companies, especially during market cycles corresponding to periods of economic expansion. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform. (This risk applies to International Core Equity Fund and International Dividend Income Fund.)

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Mid-Sized and Small Company Risk: Investments in mid-sized and smaller companies may involve greater risks than investments in larger, more established companies. Mid-sized and smaller companies generally have narrower product lines, more limited financial resources, less experienced and relatively small management groups, and unproven track records, which may cause them to be more sensitive to changing economic, market, and industry conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, mid- sized and smaller companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-sized and smaller company

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stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks, especially over the short term, which may affect the Fund’s ability to purchase or sell these securities. Although investing in mid-sized and smaller companies offers potential for above-average returns, these companies may not succeed and the value of their stock could decline significantly. Mid-sized and smaller companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform. (This risk applies to International Dividend Income Fund and International Opportunities Fund.)

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Derivatives Risk: Derivatives are subject to certain risks, including the risk that the value of the derivative may not correlate with the value of the underlying security, rate, or index in the manner anticipated by portfolio management. Derivatives may be more sensitive to changes in economic or market conditions than the underlying security, rate, or index and may become illiquid. Derivatives also are subject to counterparty risk, which means that the counterparty may fail to perform its obligations under the derivative contract. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free.

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Because derivatives may involve a small amount of cash relative to the total amount of the transaction (known as leverage), the magnitude of losses from derivatives may be greater than the amount originally invested by the Fund in the derivative instrument. This is known as leverage risk. The Fund’s use of leverage may make the Fund more volatile. The Fund will be required to identify and earmark permissible liquid assets to cover its obligations under these transactions. The Fund may have to liquidate positions before it is desirable to do so in order to fulfill these coverage requirements. The Fund’s use of derivatives may affect the amount, timing and character of distributions, and may cause the Fund to realize more short-term capital gain and ordinary income than if the Fund did not use derivatives.

There is no assurance that the Fund will be able to employ its derivatives strategy successfully. Whether the Fund’s use of derivatives is successful will depend on, among other things, the Fund’s ability to correctly forecast market movements, company and industry valuation levels and trends, changes in foreign exchange rates, and other factors. If the Fund incorrectly forecasts these and other factors, the Fund’s performance could suffer. Although hedging and other risk management measures may reduce or eliminate losses, they may also reduce or eliminate gains.

•

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			unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress.
	•		High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs. These costs are not reflected in the Fund’s annual operating expenses or in the expense example in the prospectus and shareholder reports, but they can reduce the Fund’s investment performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, resulting in higher taxes to shareholders when Fund shares are held in a taxable account. Realized capital gains that are considered “short term” for tax purposes result in higher taxes to shareholders than long term capital gains. The Financial Highlights table at the end of the prospectus shows the Fund’s portfolio turnover rate during past fiscal years.

Micro Cap Growth Fund and Micro Cap Value Fund

As used in this subsection of the prospectus, the term “the Fund” refers to each of Micro Cap Growth Fund and Micro Cap Value Fund, unless reference to a specific Fund is provided.

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

•

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for the Fund. As a result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, and may generate losses even in a rising market.

•

Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity securities tend to rise and fall more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.

•

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particular industry or sector, the Fund is subject to the risk that companies in the same industry or sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors generally affecting that market segment. In such cases, the Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately affect certain industries and/or sectors. The industries and sectors in which the Fund may be overweighted will vary. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole, and the Fund’s investments in these industries and sectors may be disproportionately susceptible to losses even if not overweighted.

•

Growth Investing Risk: Growth stocks may trade at higher multiples of current earnings as compared to other stocks, which may lead to inflated prices. Growth stocks often are more sensitive to market fluctuations than other securities because their market prices are highly sensitive to future earnings expectations. At times when it appears that these expectations may not be met, growth stocks’ prices typically fall. Growth stocks are subject to potentially greater declines in value if, among other things, the stock is subject to significant investor speculation but fails to increase as anticipated. Growth investing has been in and out of favor during past market cycles. During periods when growth investing is out of favor or when markets are unstable, selling growth stocks at a desired price may be more difficult. Growth stocks may be more volatile than other slower-growing securities. (This risk applies to Micro Cap Growth Fund.)

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•

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generally are subject to heightened risks compared to its investments in developed market companies. The securities markets of emerging countries tend to be less liquid, especially subject to greater price volatility, have a smaller market capitalization, have less government regulation and may not be subject to as extensive and frequent accounting, financial and other reporting requirements as securities issued in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Companies with economic ties to emerging markets may be susceptible to the same risks as companies organized in emerging markets.

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investment performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, resulting in higher taxes to shareholders when Fund shares are held in a taxable account. Realized capital gains that are considered “short term” for tax purposes result in higher taxes to shareholders than long term capital gains. The Financial Highlights table at the end of the prospectus shows the Fund’s portfolio turnover rate during past fiscal years. (This risk applies to Micro Cap Growth Fund.)

ADDITIONAL OPERATIONAL RISKS

In addition to the principal investment risks described above, the Funds also may be subject to certain operational risks, including:

•

Cyber Security Risk: As the use of technology has become more prevalent in the course of business, Lord Abbett has become more susceptible to operational and information security risks. Cyber incidents can result from deliberate attacks or unintentional events and include, but are not limited to, gaining unauthorized access to electronic systems for purposes of misappropriating assets, personally identifiable information (“PII”) or proprietary information (e.g., trading models and algorithms), corrupting data, or causing operational disruption, for example, by compromising trading systems or accounting platforms. Other ways in which the business operations of Lord Abbett, other service providers, or issuers of securities in which Lord Abbett invests a shareholder’s assets may be impacted include interference with a shareholder’s ability to value its portfolio, the unauthorized release of PII or confidential information, and violations of applicable privacy, recordkeeping and other laws. A shareholder and/or its account could be negatively impacted as a result.

While Lord Abbett has established internal risk management security protocols designed to identify, protect against, detect, respond to and recover from cybersecurity incidents, there are inherent limitations in such protocols including the possibility that certain threats and vulnerabilities have not been identified or made public due to the evolving nature of cybersecurity threats. Furthermore, Lord Abbett cannot control the cybersecurity systems of third party service providers or issuers. There currently is no insurance policy available to cover all of the potential risks associated with cyber incidents. Unless specifically agreed by Lord Abbett separately or required by law, Lord Abbett is not a guarantor against, or obligor for, any damages resulting from a cybersecurity-related incident.

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DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures regarding the disclosure of the Funds’ portfolio holdings is available in the SAI. Further information is available at www.lordabbett.com.

MANAGEMENT AND ORGANIZATION OF THE FUNDS

Board of Trustees. The Board oversees the management of the business and affairs of the Funds. The Board meets regularly to review the Funds’ portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. At least 75 percent of the Board members are independent of Lord Abbett.

Investment Adviser. The Funds’ investment adviser is Lord Abbett, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nation’s oldest mutual fund complexes and manages approximately $125.4 billion in assets across a full range of mutual funds, institutional accounts, and separately managed accounts, including $1.4 billion for which Lord Abbett provides investment models to managed account sponsors, as of December 31, 2015.

Portfolio Managers. The Funds are managed by an experienced portfolio manager or experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis. The SAI contains additional information about portfolio manager compensation, other accounts managed, and ownership of Fund shares.

Alpha Strategy Fund. Robert I. Gerber, Partner and Chief Investment Officer of Lord Abbett, heads the Fund’s team. Mr. Gerber joined Lord Abbett in 1997 and has been a member of the team since 2005. Assisting Mr. Gerber is Giulio Martini, Portfolio Manager. Mr. Martini joined Lord Abbett in and has been a member of the team since 2015. Mr. Martini was formerly a Global Investment Strategist at Anderson Global Macro LLC from 2012 to 2015 and Chief Investment Officer of Currency Strategies at Sanford C. Bernstein & Co. from 1985 to 2012. Messrs. Gerber and Martini are jointly and primarily responsible for the day- to-day management of the Fund.

Fundamental Equity Fund. Sean J. Aurigemma, Portfolio Manager, heads the Fund’s team and is primarily responsible for the day-to-day management of the Fund. Mr. Aurigemma joined Lord Abbett in 2007 and has been a member of the team since 2010.

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Growth Leaders Fund. The team is headed by F. Thomas O’Halloran, Partner and Portfolio Manager, who joined Lord Abbett in 2001. Assisting Mr. O’Halloran are Arthur K. Weise, Partner and Portfolio Manager, who joined Lord Abbett in 2007 and Mr. Vernon T. Bice, Portfolio Manager, who joined Lord Abbett in 2011. Mr. Bice was formerly an Investment Associate at UBS from 2007 to 2011. Messrs. O’Halloran, Weise, and Bice are jointly and primarily responsible for the day-to-day management of the Fund and have been members of the team since the Fund’s inception.

International Core Equity Fund. Vincent J. McBride, Partner and Director, heads the Fund’s team. Assisting Mr. McBride is Todd D. Jacobson, Partner and Associate Director. Messrs. McBride and Jacobson are jointly and primarily responsible for the day-to-day management of the Fund. Mr. McBride joined Lord Abbett in 2003 and has been a member of the team since the Fund’s inception. Mr. Jacobson joined Lord Abbett in 2003 and has been a member of the team since 2013.

International Dividend Income Fund. Vincent J. McBride, Partner and Director, heads the Fund’s team. Assisting Mr. McBride is Todd D. Jacobson, Partner and Associate Director. Messrs. McBride and Jacobson are jointly and primarily responsible for the day-to-day management of the Fund. Mr. McBride joined Lord Abbett in 2003 and has been a member of the team since the Fund’s inception. Mr. Jacobson joined Lord Abbett in 2003 and has been a member of the team since 2013.

International Opportunities Fund. Todd D. Jacobson, Partner and Associate Director, heads the team. Mr. Jacobson joined Lord Abbett in 2003 and has been a member of the team since that time. Assisting Mr. Jacobson is A. Edward Allinson, Portfolio Manager. Mr. Allinson joined Lord Abbett and has been a member of the team since 2005. Messrs. Jacobson and Allinson are jointly and primarily responsible for the day-to-day management of the Fund. Vincent J. McBride, Partner and Director, is a senior member of the team. Mr. McBride joined Lord Abbett in 2003 and has been a member of the team since that time.

Micro Cap Growth Fund. F. Thomas O’Halloran, Partner and Portfolio Manager, heads the team. Mr. O’Halloran joined Lord Abbett in 2001 and has been a member of the team since 2006. Assisting Mr. O’Halloran is Arthur K. Weise, Partner and Portfolio Manager, who joined Lord Abbett in and has been a member of the team since 2007, and Matthew R. DeCicco, Portfolio Manager, who joined Lord Abbett in 1999 and has been a member of the team since 2002. Messrs. O’Halloran, Weise, and DeCicco are jointly and primarily responsible for the day-to-day management of the Fund.

Micro Cap Value Fund and Value Opportunities Fund. Thomas B. Maher, Partner and Portfolio Manager, and Justin C. Maurer, Partner and Portfolio Manager, are jointly and primarily responsible for the day-to-day management of

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the Funds. Messrs. Maher and Maurer joined Lord Abbett in 2003 and 2001, respectively, and have been members of Micro Cap Value Fund’s team since 2013. Messrs. Maher and Maurer have been members of Value Opportunities Fund’s team since 2005 and 2007, respectively.

Management Fee. Lord Abbett is entitled to a management fee based on each Fund’s average daily net assets. The management fee is accrued daily and payable monthly.

Lord Abbett is entitled to an annual management fee based on Alpha Strategy Fund’s average daily net assets. The management fee is calculated at 0.10% on the Fund’s average daily net assets.

For the fiscal year ended October 31, 2015, Lord Abbett waived its entire management fee for Alpha Strategy Fund.

Lord Abbett is entitled to a management fee for Fundamental Equity Fund as calculated at the following annual rates:

0.75% on the first $200 million of average daily net assets;
0.65% on the next $300 million of average daily net assets; and
0.50% on the Fund’s average daily net assets over $500 million.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett was 0.52% for Fundamental Equity Fund.

Lord Abbett is entitled to a management fee for Growth Leaders Fund as calculated at the following annual rates:

0.55% on the first $2 billion of average daily net assets; and
0.50% on the Fund’s average daily net assets over $2 billion.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.40% for Growth Leaders Fund.

Lord Abbett is entitled to a management fee for each of International Core Equity Fund and International Dividend Income Fund as calculated at the following annual rates:

0.70% on the first $1 billion of average daily net assets;
0.65% on the next $1 billion of average daily net assets; and
0.60% on the Fund’s average daily net assets over $2 billion.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.49%, and 0.59% for International Core Equity Fund and International Dividend Income Fund, respectively.

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Lord Abbett is entitled to a management fee for International Opportunities Fund as calculated at the following annual rates:

0.75% on the first $1 billion of average daily net assets;
0.70% on the next $1 billion of average daily net assets; and
0.65% on the Fund’s average daily net assets over $2 billion.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett was 0.75% for International Opportunities Fund.

Lord Abbett is entitled to a management fee of 1.50% on average daily net assets of each of Micro Cap Growth Fund and Micro Cap Value Fund.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett was 1.50% for each of Micro Cap Growth Fund and Micro Cap Value Fund.

Lord Abbett is entitled to a management fee for Value Opportunities Fund as calculated at the following annual rates:

0.75% on the first $1 billion of average daily net assets;
0.70% on the next $1 billion of average daily net assets;
0.65% on the next $3 billion of average daily net assets; and
0.58% on the Fund’s average daily net assets over $5 billion.

For the fiscal year ended October 31, 2015, the effective annual rate of the fee paid to Lord Abbett was 0.70% for Value Opportunities Fund.

In addition, Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of 0.04% of each Fund’s average daily net assets, with the exception of the Alpha Strategy Fund, which pays no such fee. Each Fund pays all of its expenses not expressly assumed by Lord Abbett.

Each year the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Funds and Lord Abbett. A discussion regarding the basis for the Board’s approval generally is available in the Funds’ semiannual report to shareholders for the six-month period ended April 30 ^th .

INFORMATION ABOUT THE AVAILABILITY OF MICRO CAP GROWTH FUND AND MICRO CAP VALUE FUND

Micro Cap Growth Fund and Micro Cap Value Fund are not available for purchase other than as described below. Please contact Lord Abbett Distributor LLC, the Funds’ principal underwriter (“Lord Abbett Distributor”), at 800-201-6984, ext. 2936 with any questions about eligibility of investing in the Funds.

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Micro Cap Growth Fund and Micro Cap Value Fund Class A Shares

The Funds offer Class A shares only to: employees and partners of Lord Abbett; officers, directors or trustees of Lord Abbett-sponsored funds; the spouses and children under the age of 21 of such persons; retired persons who formerly held such positions; and trusts and foundations established by any of such persons. These are the only individuals who are eligible Purchasers (as defined below) with respect to Class A shares of the Fund.

Micro Cap Growth Fund and Micro Cap Value Fund Class I Shares

The Funds offer Class I shares only to: the Lord Abbett 401(k) plan; each registered investment company within the Lord Abbett Family of Funds that operates as a fund of funds; and institutional investors, including companies, foundations, endowments, trusts (other than individual or personal trusts established for estate or financial planning purposes), and other entities determined by Lord Abbett Distributor to be institutional investors, making an initial minimum investment of at least $1 million, provided that such purchases are not made by or on behalf of institutional investors that are participants in a fee-based program, as described under the section “Additional Information about the Availability of Share Classes – Class I Shares.” Class I shares of the Funds are not available to other categories of investors who may be eligible to purchase Class I shares of other Lord Abbett Funds.

As used in the remaining portion of this prospectus, the terms “a Fund,” “each Fund,” and “the Fund” refer to each Fund individually or the Funds collectively, as the context may require, unless reference to a specific Fund is provided.

CHOOSING A SHARE CLASS

Each class of shares represents an investment in the same portfolio of securities, but each has different availability and eligibility criteria, sales charges, expenses, and dividends, allowing you to choose the available class that best meets your needs. You should read this section carefully to determine which class of shares is best for you and discuss your selection with your financial intermediary. Factors you should consider in choosing a share class include:

•

the amount you plan to invest;

•

the length of time you expect to hold your investment;

•

the total costs associated with your investment, including any sales charges that you may pay when you buy or sell your Fund shares and expenses that are paid out of Fund assets over time;

•

whether you qualify for any reduction or waiver of sales charges;

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•

whether you plan to take any distributions in the near future;

•

the availability of the share class;

•

the services that will be available to you; and

•

the amount of compensation that your financial intermediary will receive.

If you plan to invest a large amount and your investment horizon is five years or more, Class A shares may be more advantageous than Class C shares. The higher ongoing annual expenses of Class C shares may cost you more over the long term than the front-end sales charge you would pay on larger purchases of Class A shares.

Retirement and Benefit Plans and Fee-Based Programs

The availability of share classes and certain features of share classes may depend on the type of financial intermediary through which you invest, including retirement and benefit plans and fee-based programs. As used in this prospectus, the term “retirement and benefit plans” refers to qualified and non-qualified retirement plans, deferred compensation plans and other employer-sponsored retirement, savings or benefit plans, such as defined benefit plans, 401(k) plans, 457 plans, 403(b) plans, profit-sharing plans, and money purchase pension plans, but does not include IRAs, unless explicitly stated elsewhere in the prospectus. As used in this prospectus, the term “fee-based programs” refers to programs sponsored by financial intermediaries that provide fee-based investment advisory programs or services (including mutual fund wrap programs) or a bundled suite of services, such as brokerage, investment advice, research, and account management, for which the client pays a fee based on the total asset value of the client’s account for all or a specified number of transactions, including mutual fund purchases, in the account during a certain period.

Key Features of Share Classes. The following table compares key features of each share class. You should review the fee table and example at the front of this prospectus carefully before choosing your share class. As a general matter, share classes with relatively lower expenses tend to have relatively higher dividends. Your financial intermediary can help you decide which class meets your goals. Not all share classes may be available through your financial intermediary. Your financial intermediary may receive different compensation depending upon which class you choose.

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Class A Shares

Availability				Available through financial intermediaries to individual investors, certain retirement and benefit plans, and fee-based advisory programs ⁽¹⁾

Front-End Sales Charge				Up to 5.75%; reduced or waived for large purchases and certain investors; eliminated for purchases of $1 million or more

CDSC				1.00% on redemptions made within one year following purchases of $1 million or more; waived under certain circumstances

Distribution and Service (12b-1) Fee ⁽²⁾				0.25% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: None

Distribution and Service (12b-1) Fee ⁽²⁾ (for Micro Cap Growth Fund and Micro Cap Value Fund only)				None

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class A shares of most Lord Abbett Funds

Class B Shares

Availability				Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution.

Front-End Sales Charge				None

CDSC				Up to 5.00% on redemptions; reduced over time and eliminated after sixth anniversary of purchase; waived under certain circumstances

Distribution and Service (12b-1) Fee ⁽²⁾				1.00% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.75%

Automatic Conversion				Automatic conversion to Class A shares after approximately the eighth anniversary of purchase ⁽⁴⁾

Exchange Privilege ⁽³⁾				Class B shares of most Lord Abbett Funds

Class C Shares

Availability				Available through financial intermediaries to individual investors and certain retirement and benefit plans; purchases generally must be under $500,000

Front-End Sales Charge				None

CDSC				1.00% on redemptions made before the first anniversary of purchase; waived under certain circumstances

Distribution and Service (12b-1) Fee ⁽²⁾				1.00% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.75%

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class C shares of most Lord Abbett Funds

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Class F Shares

Availability				Available only to eligible fee-based advisory programs and certain registered investment advisers

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				0.10% of the Fund’s average daily net assets, comprised of: Service Fee: None Distribution Fee: 0.10%

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class F shares of most Lord Abbett Funds

Class I Shares

Availability				Available only to eligible investors

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				None

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class I shares of most Lord Abbett Funds

Class P Shares

Availability				Available on a limited basis through certain financial intermediaries and retirement and benefit plans ⁽⁵⁾

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				0.45% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.20%

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class P shares of most Lord Abbett Funds

Class R2 Shares

Availability				Available only to eligible retirement and benefit plans

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				0.60% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.35%

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class R2 shares of most Lord Abbett Funds

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Class R3 Shares

Availability				Available only to eligible retirement and benefit plans

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				0.50% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.25%

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class R3 shares of most Lord Abbett Funds

Class R4 Shares

Availability				Available only to eligible retirement and benefit plans

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				0.25% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: None

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class R4 shares of most Lord Abbett Funds

Class R5 Shares

Availability				Available only to eligible retirement and benefit plans

Front-End Sales Charge				None

CDSC				None

Distribution and Service (12b-1) Fee ⁽²⁾				None

Automatic Conversion				None

Exchange Privilege ⁽³⁾				Class R5 shares of most Lord Abbett Funds

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Class R6 Shares

Availability		Available only to eligible retirement and benefit plans

Front-End Sales Charge		None

CDSC		None

Distribution and Service (12b-1) Fee ⁽²⁾		None

Automatic Conversion		None

Exchange Privilege ⁽³⁾		Class R6 shares of most Lord Abbett Funds

⁽¹⁾	Effective as of the close of business on December 31, 2015, Class A shares are not available for purchase by retirement and benefit plans, except as described in “Additional Information about the Availability of Share Classes.”
⁽²⁾	The 12b-1 plan provides that the maximum payments that may be authorized by the Board are: for Class A and R4 shares, 0.50%; for Class P shares, 0.75%; and for Class B, C, F, R2, and R3 shares, 1.00%. The rates shown in the table above are the 12b-1 rates currently authorized by the Board for each share class and may be changed only upon authorization of the Board. The 12b-1 plan does not permit any payments for Class I, R5, and R6 shares.
⁽³⁾	Ask your financial intermediary about the Lord Abbett Funds available for exchange.
⁽⁴⁾	Class B shares automatically will convert to Class A shares on the 25 ^th day of the month (or, if the 25 ^th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.
⁽⁵⁾	Class P shares are closed to substantially all new investors.

Investment Minimums. The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Consult your financial intermediary for more information. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs.


Investment Minimums — Initial/Additional Investments

Class	A and C	F, P, R2, R3, R4, R5, and R6	I

General and IRAs without Invest-A-Matic Investments	$1,500/No minimum	N/A	See below

Invest-A-Matic Accounts	$250/$50	N/A	N/A

IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A

Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

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Class I Share Minimum Investment. Unless otherwise provided, the minimum amount of an initial investment in Class I shares is $1 million. There is no minimum initial investment for (i) purchases through or by registered investment advisers, bank trust departments, and other financial intermediaries otherwise eligible to purchase Class I shares that charge a fee for services that include investment advisory or management services or (ii) purchases by retirement and benefit plans meeting the Class I eligibility requirements described below. These investment minimums may be suspended, changed, or withdrawn by Lord Abbett Distributor.

Additional Information about the Availability of Share Classes

Class A Shares. Effective as of the close of business on December 31, 2015, Class A shares are closed to substantially all new retirement and benefit plans, except that (i) retirement and benefit plans that have invested in Class A shares of the Fund as of the close of business on December 31, 2015 may continue to hold Class A shares of that Fund and may make additional purchases of Class A shares, including purchases by new plan participants; and (ii) retirement and benefit plans that did not hold Class A shares of the Fund as of the close of business on December 31, 2015 may invest in Class A shares if such shares are subject to a front-end sales charge and, with respect to retirement or benefit plans serviced by a recordkeeping platform, such recordkeeping platform is able to apply properly a sales charge on such investments by the plan and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases. Class A shares remain available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans.

Class B Shares . The Fund no longer offers Class B shares for new or additional investments. Existing shareholders of Class B shares may reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Lord Abbett Funds as permitted by the current exchange privileges. The 12b-1 fee, contingent deferred sales charge (“CDSC”), and conversion features will continue to apply to Class B shares held by shareholders. Any purchase request for Class B shares will be deemed to be a purchase request for Class A shares and will be subject to any applicable sales charge.

Class C Shares. The Fund will not accept purchases of Class C shares of $500,000 or more, or in any amount that, when combined with the value of all shares of Eligible Funds (as defined below) under the terms of rights of accumulation, would result in the investor holding more than $500,000 of shares of Eligible Funds at the time of such purchase, unless an appropriate representative of the investor’s broker-dealer firm (or other financial intermediary, as applicable) provides written authorization for the transaction.

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Please contact Lord Abbett Distributor with any questions regarding eligibility to purchase Class C shares based on the prior written authorization from the investor’s broker-dealer firm or other financial intermediary.

With respect to qualified retirement plans, the Fund will not reject a purchase of Class C shares by such a plan in the event that a purchase amount, when combined with the value of all shares of Eligible Funds under the terms of rights of accumulation, would result in the plan holding more than $500,000 of shares of Eligible Funds at the time of the purchase. Any subsequent purchase orders submitted by the plan, however, would be subject to the Class C share purchase limit policy described above. Such subsequent purchases would be considered purchase orders for Class R3 shares.

Class F Shares. Class F shares generally are available to investors participating in fee-based advisory programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to investors that are clients of certain registered investment advisers that have an agreement with Lord Abbett Distributor, if it so deems appropriate.

Class I Shares. Class I shares are available for purchase by the entities identified below. An investor that is eligible to purchase Class I shares under one of the categories below need not satisfy the requirements of any other category.

•

Institutional investors, including companies, foundations, endowments, municipalities, trusts (other than individual or personal trusts established for estate or financial planning purposes), and other entities determined by Lord Abbett Distributor to be institutional investors, making an initial minimum purchase of Class I shares of least $1 million in each Fund in which the institutional investor purchases Class I shares. Such institutional investors may purchase Class I shares directly or through a registered broker-dealer, provided that such purchases are not made by or on behalf of institutional investors that are participants in a fee- based program the participation in which is available to non-institutional investors, as described below.

•

Institutional investors purchasing Class I shares in fee-based investment advisory programs the participants of which are limited solely to institutional investors otherwise eligible to purchase Class I shares and where the program sponsor has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases. Institutional investors investing through such an investment advisory program are not subject to the $1 million minimum initial investment.

•

Registered investment advisers investing on behalf of their advisory clients may purchase Class I shares without any minimum initial investment, provided that Class I shares are not available for purchase by or on behalf of:

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Participants in fee-based broker-dealer-sponsored investment advisory programs or services (other than as described above), including mutual fund wrap programs, or a bundled suite of services, such as brokerage, investment advice, research, and account management, for which the participant pays for all or a specified number of transactions, including mutual fund purchases, in the participant’s account during a certain period; or

Non-institutional advisory clients of a registered investment adviser that also is a registered broker-dealer and where the firm has entered into any agreement or arrangement whereby Lord Abbett makes payments to the firm out of its own resources for various services, such as marketing support, training and education activities, and other services for which Lord Abbett may make such revenue sharing payments to the firm.

•

Participants in bank-offered fee-based programs may purchase Class I shares without any minimum initial investment if: (i) the program offers asset allocation models for which the bank or an affiliate of the bank has sole discretion to select mutual funds included in the model and determine the percentage of the model allocated among those funds; and (ii) the program uses institutional mutual fund share classes exclusively.

•

Bank trust departments and trust companies purchasing shares for their clients may purchase Class I shares without any minimum initial investment, provided that the bank or trust company (and its trading agent, if any) has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases. This provision does not extend to bank trust departments acting on behalf of retirement and benefit plans, which are subject to separate eligibility criteria as discussed immediately below.

•

Retirement and benefit plans investing directly or through an intermediary may purchase Class I shares without any minimum initial investment, provided that in the case of an intermediary, the intermediary has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases subject to the following limitations. Effective as of the close of business on December 31, 2015, Class I shares are closed to substantially all new retirement and benefit plans. However, retirement and benefit plans that have invested in Class I shares as of the close of business on December 31, 2015, may continue to hold Class I shares and may make additional purchases of Class I shares, including purchases by new plan participants.

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•

Each registered investment company within the Lord Abbett Family of Funds that operates as a fund-of-funds and, at the discretion of Lord Abbett Distributor, other registered investment companies that are not affiliated with Lord Abbett and operate as funds-of-funds, may purchase Class I shares without any minimum initial investment.

Shareholders who do not meet the above criteria but currently hold Class I shares may continue to hold, purchase, exchange, and redeem Class I shares; provided that there has been no change in the account since purchasing Class I shares. Financial intermediaries should contact Lord Abbett Distributor to determine whether the financial intermediary may be eligible for such purchases.

Class P Shares. Class P shares are closed to substantially all new investors. Existing shareholders holding Class P shares may continue to hold their Class P shares and make additional purchases, redemptions, and exchanges. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.

Class R2, R3, R4, R5, and R6 (collectively referred to as “Class R”) Shares. Class R shares generally are available through:

	•		employer-sponsored retirement and benefit plans where the employer, administrator, recordkeeper, sponsor, related person, financial intermediary, or other appropriate party has entered into an agreement with the Fund or Lord Abbett Distributor to make Class R shares available to plan participants; or
	•		dealers that have entered into certain approved agreements with Lord Abbett Distributor.

Class R shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.

Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, or 529 college savings plans.

SALES CHARGES

As an investor in the Fund, you may pay one of two types of sales charges: a front-end sales charge that is deducted from your investment when you buy Fund shares or a CDSC that applies when you sell Fund shares.

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Class A Share Front-End Sales Charge. Front-end sales charges are applied only to Class A shares. You buy Class A shares at the offering price, which is the net asset value (“NAV”) plus a sales charge. You pay a lower rate as the size of your investment increases to certain levels called breakpoints. You do not pay a sales charge on the Fund’s distributions or dividends you reinvest in additional Class A shares. The table below shows the rate of sales charge you pay (expressed as a percentage of the offering price and the net amount you invest), depending on the amount you purchase.


Front-End Sales Charge — Class A Shares

Your Investment	Front-End Sales Charge as a % of Offering Price	Front-End Sales Charge as a % of Your Investment	To Compute Offering Price Divide NAV by	Maximum Dealer’s Concession as a % of Offering Price

Less than $50,000	5.75%	6.10%	.9425	5.00%

$50,000 to $99,999	4.75%	4.99%	.9525	4.00%

$100,000 to $249,999	3.95%	4.11%	.9605	3.25%

$250,000 to $499,999	2.75%	2.83%	.9725	2.25%

$500,000 to $999,999	1.95%	1.99%	.9805	1.75%

$1,000,000 and over	No Sales Charge	No Sales Charge	1.0000	†


†		See “Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge.” Note: The above percentages may vary for particular investors due to rounding.

CDSC. Regardless of share class, the CDSC is not charged on shares acquired through reinvestment of dividends or capital gain distributions and is charged on the original purchase cost or the current market value of the shares at the time they are redeemed, whichever is lower. In addition, repayment of loans under certain retirement and benefit plans will constitute new sales for purposes of assessing the CDSC. To minimize the amount of any CDSC, the Fund redeems shares in the following order:

	1.		shares acquired by reinvestment of dividends and capital gain distributions (always free of a CDSC);
	2.		shares held for six years or more (Class B), or one year or more (Class A and Class C); and
	3.		shares held the longest before the sixth anniversary of their purchase (Class B), or before the first anniversary of their purchase (Class A and Class C).

If you acquire Fund shares through an exchange from another Lord Abbett Fund that originally were purchased subject to a CDSC and you redeem before the applicable CDSC period has expired, you will be charged the CDSC (unless a CDSC waiver applies). The CDSC will be remitted to the appropriate party.

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Class A Share CDSC. If you buy Class A shares of the Fund under certain purchases at NAV (without a front-end sales charge) or if you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett Fund subject to a CDSC, and you redeem any of the Class A shares before the first day of the month in which the one-year anniversary of your purchase falls, a CDSC of 1% normally will be collected. Class F, I, P, R2, R3, R4, R5, and R6 shares are not subject to a CDSC.

Class B Share CDSC. The CDSC for Class B shares normally applies if you redeem your shares before the sixth anniversary of the day on which the purchase order was accepted. The CDSC will be remitted to Lord Abbett Distributor. The CDSC declines the longer you own your shares, according to the following schedule:


CDSC — Class B Shares

Anniversary of the Day on Which the Purchase Order was Accepted ⁽¹⁾				CDSC on Redemptions (as a % of Amount Subject to CDSC)

Before the 1st				5.0%

On the 1st, before the 2nd				4.0%

On the 2nd, before the 3rd				3.0%

On the 3rd, before the 4th				3.0%

On the 4th, before the 5th				2.0%

On the 5th, before the 6th				1.0%

On or after the 6th anniversary ⁽²⁾				None


⁽¹⁾		The anniversary is the same calendar day in each respective year after the date of purchase. For example, the anniversary for shares purchased on May 1 ^st will be May 1 ^st of each succeeding year.
⁽²⁾		Class B shares automatically will convert to Class A shares on the 25 ^th day of the month (or, if the 25 ^th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

Class C Share CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of your purchase. The CDSC will be remitted to Lord Abbett Distributor.

SALES CHARGE REDUCTIONS AND WAIVERS

Please inform the Fund or your financial intermediary at the time of your purchase of Fund shares if you believe you qualify for a reduced front-end sales charge. More information about sales charge reductions and waivers is available free of charge at www.lordabbett.com/flyers/breakpoints_info.pdf.

Reducing Your Class A Share Front-End Sales Charge. You may purchase Class A shares at a discount if you qualify under the circumstances outlined below. To receive a reduced front-end sales charge, you must let the Fund or

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your financial intermediary know at the time of your purchase of Fund shares that you believe you qualify for a discount. If you or a related party have holdings of Eligible Funds (as defined below) in other accounts with your financial intermediary or with other financial intermediaries that may be combined with your current purchases in determining the sales charge as described below, you must let the Fund or your financial intermediary know. You may be asked to provide supporting account statements or other information to allow us or your financial intermediary to verify your eligibility for a discount. If you or your financial intermediary do not notify the Fund or provide the requested information, you may not receive the reduced sales charge for which you otherwise qualify. Class A shares may be purchased at a discount if you qualify under any of the following conditions:

	•		Larger Purchases – You may reduce or eliminate your Class A front-end sales charge by purchasing Class A shares in greater quantities. The breakpoint discounts offered by the Fund are indicated in the table under “Sales Charges – Class A Share Front-End Sales Charge.”
	•		Rights of Accumulation – A Purchaser (as defined below) may combine the value of Class A, B, C, F, and P shares of any Eligible Fund currently owned with a new purchase of Class A shares of any Eligible Fund in order to reduce the sales charge on the new purchase. Class I, R2, R3, R4, R5, and R6 share holdings may not be combined for these purposes.
			To the extent that your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds; or (2) the aggregate amount you invested in such shares (including dividend reinvestments but excluding capital appreciation) less any redemptions. You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. You must inform the Fund and/or your financial intermediary at the time of purchase if you believe your purchase qualifies for a reduced sales charge and you may be requested to provide documentation of your holdings in order to verify your eligibility. If you do not do so, you may not receive all sales charge reductions for which you are eligible.
	•		Letter of Intention – In order to reduce your Class A front-end sales charge, a Purchaser may combine purchases of Class A, C, F, and P shares of any Eligible Fund the Purchaser intends to make over the next 13 months in determining the applicable sales charge. The 13-month Letter of Intention period commences on the day that the Letter of Intention is received by the Fund, and the Purchaser must tell the Fund that later purchases are subject to the Letter of Intention. Purchases submitted prior to the date the Letter of

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Intention is received by the Fund are not counted toward the sales charge reduction. Current holdings under Rights of Accumulation may be included in a Letter of Intention in order to reduce the sales charge for purchases during the 13-month period covered by the Letter of Intention. Shares purchased through reinvestment of dividends or distributions are not included. Class I, R2, R3, R4, R5, and R6 share holdings may not be combined for these purposes. Class A shares valued at 5% of the amount of intended purchases are escrowed and may be redeemed to cover the additional sales charges payable if the intended purchases under the Letter of Intention are not completed. The Letter of Intention is neither a binding obligation on you to buy, nor on the Fund to sell, any or all of the intended purchase amount.

Purchaser

A Purchaser includes: (1) an individual; (2) an individual, his or her spouse, and children under the age of 21; (3) retirement and benefit plans including a 401(k) plan, profit-sharing plan, money purchase plan, defined benefit plan, and 457(b) plan sponsored by a governmental entity, non-profit organization, school district or church to which employer contributions are made, as well as SIMPLE IRA plans and SEP-IRA plans; or (4) a trustee or other fiduciary purchasing shares for a single trust, estate or single fiduciary account. An individual may include under item (1) his or her holdings in Eligible Funds as described below in IRAs, as a sole participant of a retirement and benefit plan sponsored by the individual’s business, and as a participant in a 403(b) plan to which only pre-tax salary deferrals are made. An individual and his or her spouse may include under item (2) their holdings in IRAs, and as the sole participants in retirement and benefit plans sponsored by a business owned by either or both of them. A retirement and benefit plan under item (3) includes all qualified retirement and benefit plans of a single employer and its consolidated subsidiaries, and all qualified retirement and benefit plans of multiple employers registered in the name of a single bank trustee.

Eligible Fund

An Eligible Fund is any Lord Abbett Fund except for (1) Lord Abbett Series Fund, Inc.; (2) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (“Money Market Fund”) (except for holdings in Money Market Fund which are attributable to any shares exchanged from the Lord Abbett Funds); and (3) any other fund the shares of which are not available to the investor at the time of the transaction due to a limitation on the offering of the fund’s shares.

Front-End Sales Charge Waivers. Class A shares may be purchased without a front-end sales charge (at NAV) under any of the following conditions:

•

purchases of $1 million or more (may be subject to a CDSC);

•

purchases by retirement and benefit plans with at least 100 eligible employees, if such retirement and benefit plan held Class A shares of the Fund as of the close of business on December 31, 2015 (may be subject to a CDSC);

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•

purchases for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases, if such retirement and benefit plan held Class A shares of the Fund as of the close of business on December 31, 2015 (may be subject to a CDSC);

•

purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with a fee-based advisory program, provided that the financial intermediaries or their trading agents have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;

•

purchases by investors maintaining a brokerage account with a registered broker-dealer that has entered into an agreement with Lord Abbett Distributor to offer Class A shares through a load-waived network or platform, which may or may not charge transaction fees;

•

purchases by insurance companies and/or their separate accounts to fund variable insurance contracts, provided that the insurance company provides recordkeeping and related administrative services to the contract owners and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;

•

purchases by employees of eligible institutions under Section 403(b)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), maintaining individual custodial accounts held by a broker-dealer that has entered into a settlement agreement with a regulatory body, including the Financial Industry Regulatory Authority, regarding the availability of Class A shares for purchase without a front-end sales charge or CDSC;

•

purchases made with dividends and distributions on Class A shares of another Eligible Fund;

•

purchases representing repayment under the loan feature of the Lord Abbett prototype 403(b) plan for Class A shares;

•

purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

•

purchases by trustees or custodians of any pension or profit sharing plan, or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

•

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			the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge; and
	•		certain other types of investors may qualify to purchase Class A shares without a front-end sales charge as described in the SAI.

CDSC Waivers. The CDSC generally will not be assessed on the redemption of Class A, B, or C shares under the circumstances listed in the table below. Certain other types of redemptions may qualify for a CDSC waiver. Documentation may be required and some limitations may apply.


CDSC Waivers		Share Class(es)

Benefit payments under retirement and benefit plans in connection with loans, hardship withdrawals, death, disability, retirement, separation from service, or any excess distribution under retirement and benefit plans		A, B, C

Eligible mandatory distributions under the Code		A, B, C

Redemptions by retirement and benefit plans made through financial intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor, provided the plan has not redeemed all, or substantially all, of its assets from the Lord Abbett Funds		A

Redemptions by retirement and benefit plans made through financial intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor that include the waiver of CDSCs and that initially were entered into prior to December 2002		A

Class A and Class C shares that are subject to a CDSC and held by certain 401(k) plans for which the Fund’s transfer agent provides plan administration and recordkeeping services and which offer Lord Abbett Funds as the only investment options to the plan’s participants no longer will be subject to the CDSC upon the 401(k) plan’s transition to a financial intermediary that: (1) provides recordkeeping services to the plan; (2) offers other mutual funds in addition to the Lord Abbett Funds as investment options for the plan’s participants; and (3) has entered into a special arrangement with Lord Abbett to facilitate the 401(k) plan’s transition to the financial intermediary		A, C

Death of the shareholder		B, C

Redemptions under Div-Move and Systematic Withdrawal Plans (up to 12% per year)		B, C

Concurrent Sales. A broker-dealer may pay on behalf of an investor or reimburse an investor for a CDSC otherwise applicable in the case of transactions involving purchases through such broker-dealer where the investor concurrently is selling his or her holdings in Class B or C shares of the Fund and buying Class A shares of the Fund, provided that the purchases are related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability.

Sales Charge Waivers on Transfers between Accounts. Class A shares may be purchased at NAV under the following circumstances:

•

Transfers of Lord Abbett Fund shares from an IRA or other qualified retirement plan account to a taxable account in connection with a required minimum distribution; and

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•

Transfers of Lord Abbett Fund shares held in a taxable account to an IRA or other qualified retirement plan account for the purpose of making a contribution to the IRA or other qualified retirement plan account.

A CDSC will not be imposed at the time of the transaction under such circumstances; instead, the date on which such shares were initially purchased will be used to calculate any applicable CDSC when the shares are redeemed.

Reinvestment Privilege. If you redeem Class A or B shares of the Fund, you may reinvest some or all of the proceeds in the same class of any Eligible Fund on or before the 60th day after the redemption without a sales charge unless the reinvestment would be prohibited by the Fund’s frequent trading policy. Special tax rules may apply. Please see the SAI for more information. If you paid a CDSC when you redeemed your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. This privilege does not apply to purchases made through Invest-A-Matic or other automatic investment services.

FINANCIAL INTERMEDIARY COMPENSATION

As part of a plan for distributing shares, authorized financial intermediaries that sell the Fund’s shares and service its shareholder accounts receive sales and service compensation. Additionally, authorized financial intermediaries may charge a fee to effect transactions in Fund shares.

Sales compensation originates from sales charges that are paid directly by shareholders and 12b-1 distribution fees that are paid by the Fund out of share class assets. Service compensation originates from 12b-1 service fees. Because 12b-1 fees are paid on an ongoing basis, over time the payment of such fees will increase the cost of an investment in the Fund, which may be more than the cost of other types of sales charges. The Fund accrues 12b-1 fees daily at annual rates shown in the “Fees and Expenses” table above based upon average daily net assets. The portion of the distribution and service (12b-1) fees that Lord Abbett Distributor pays to financial intermediaries for each share class is as follows:

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Class

	A ⁽²⁾	A	B ⁽²⁾	C ⁽²⁾	F	I	P	R2	R3	R4	R5	R6
Fee ⁽¹⁾	All Funds except Micro Cap Growth Fund and Micro Cap Value Fund	Micro Cap Growth Fund and Micro Cap Value Fund

Service	0.25%	—	0.25%	0.25%	—	—	0.25%	0.25%	0.25%	0.25%	—	—

Distribution	—	—	—	0.75%	—	—	0.20%	0.35%	0.25%	—	—	—

⁽¹⁾

The Fund may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating Financial Industry Regulatory Authority, Inc. sales charge limitations.

⁽²⁾

For purchases of Class A shares without a front-end sales charge and for which Lord Abbett Distributor pays distribution-related compensation, and for all purchases of Class B and Class C shares, the 12b-1 payments shall commence 13 months after purchase.

Lord Abbett Distributor may pay 12b-1 fees to authorized financial intermediaries or use the fees for other distribution purposes, including revenue sharing. The amounts paid by the Fund need not be directly related to expenses. If Lord Abbett Distributor’s actual expenses exceed the fee paid to it, the Fund will not have to pay more than that fee. Conversely, if Lord Abbett Distributor’s expenses are less than the fee it receives, Lord Abbett Distributor will keep the excess amount of the fee.

Sales Activities. The Fund may use 12b-1 distribution fees to pay authorized financial intermediaries to finance any activity that primarily is intended to result in the sale of shares. Lord Abbett Distributor uses its portion of the distribution fees attributable to the shares of a particular class for activities that primarily are intended to result in the sale of shares of such class. These activities include, but are not limited to, printing of prospectuses and statements of additional information and reports for anyone other than existing shareholders, preparation and distribution of advertising and sales material, expenses of organizing and conducting sales seminars, additional payments to authorized financial intermediaries, maintenance of shareholder accounts, the cost necessary to provide distribution-related services or personnel, travel, office expenses, equipment and other allocable overhead.

Service Activities. Lord Abbett Distributor may pay 12b-1 service fees to authorized financial intermediaries for any activity that primarily is intended to result in personal service and/or the maintenance of shareholder accounts or certain retirement and benefit plans. Any portion of the service fees paid to Lord Abbett Distributor will be used to service and maintain shareholder accounts.

Dealer Concessions on Class A Share Purchases With a Front-End Sales Charge. See “Sales Charges – Class A Share Front-End Sales Charge” for more information.

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Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge. Except as otherwise set forth in the following paragraphs, Lord Abbett Distributor may pay Dealers distribution-related compensation (i.e., concessions) according to the schedule set forth below under the following circumstances (may be subject to a CDSC):

	•		purchases of $1 million or more;
	•		purchases by certain retirement and benefit plans with at least 100 eligible employees; or
	•		purchases for certain retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans in connection with multiple fund family recordkeeping platforms and have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases (“Alliance Arrangements”).

Dealers receive concessions described below on purchases made within a 12-month period beginning with the first NAV purchase of Class A shares for the account. The concession rate resets on each anniversary date of the initial NAV purchase, provided that the account continues to qualify for treatment at NAV. Current holdings of Class B, C, and P shares of Eligible Funds will be included for purposes of calculating the breakpoints in the schedule below and the amount of the concessions payable with respect to the Class A share investment. Concessions may not be paid with respect to Alliance Arrangements unless Lord Abbett Distributor can monitor the applicability of the CDSC.

Financial intermediaries should contact Lord Abbett Distributor for more complete information on the commission structure.


Dealer Concession Schedule — Class A Shares for Certain Purchases Without a Front-End Sales Charge

The dealer concession received is based on the amount of the Class A share investment as follows:
Class A Investments	Front-End Sales Charge*	Dealer’s Concession

$1 million to $5 million	None	1.00%

Next $5 million above that	None	0.55%

Next $40 million above that	None	0.50%

Over $50 million	None	0.25%


*		Class A shares purchased without a sales charge will be subject to a 1% CDSC if they are redeemed before the first day of the month in which the one-year anniversary of the purchase falls. For Alliance Arrangements involving financial intermediaries offering multiple fund families to retirement and benefit plans, the CDSC normally will be collected only when a plan effects a complete redemption of all or substantially all shares of all Lord Abbett Funds in which the plan is invested.

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Dealer Concessions on Class B Shares. The Fund no longer offers Class B shares for purchase by new or existing investors (other than through an exchange or reinvestment of a distribution). Accordingly, sales concessions on Class B shares no longer are available.

Dealer Concessions on Class C Shares. Lord Abbett Distributor may pay financial intermediaries selling Class C shares a sales concession of up to 1.00% of the purchase price of the Class C shares and Lord Abbett Distributor will collect and retain any applicable CDSC.

Dealer Concessions on Class F, I, P, R2, R3, R4, R5, and R6 Shares. Class F, I, P, R2, R3, R4, R5, and R6 shares are purchased at NAV with no front-end sales charge and no CDSC when redeemed. Accordingly, there are no dealer concessions on these shares.

Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. Lord Abbett (the term “Lord Abbett” in this section also refers to Lord Abbett Distributor unless the context requires otherwise) may make payments to certain financial intermediaries for marketing and distribution support activities. Lord Abbett makes these payments, at its own expense, out of its own resources (including revenues from advisory fees and 12b-1 fees), and without any additional costs to the Fund or the Fund’s shareholders.

These payments, which may include amounts that sometimes are referred to as “revenue sharing” payments, are in addition to the Fund’s fees and expenses described in this prospectus. In general, these payments are intended to compensate or reimburse financial intermediary firms for certain activities, including: promotion of sales of Fund shares, such as placing the Lord Abbett Family of Funds on a preferred list of fund families; making Fund shares available on certain platforms, programs, or trading venues; educating a financial intermediary firm’s sales force about the Lord Abbett Funds; providing services to shareholders; and various other promotional efforts and/or costs. The payments made to financial intermediaries may be used to cover costs and expenses related to these promotional efforts, including travel, lodging, entertainment, and meals, among other things. In addition, Lord Abbett may provide payments to a financial intermediary in connection with Lord Abbett’s participation in or support of conferences and other events sponsored, hosted, or organized by the financial intermediary. The aggregate amount of these payments may be substantial and may exceed the actual costs incurred by the financial intermediary in engaging in these promotional activities or services and the financial intermediary firm may realize a profit in connection with such activities or services.

Lord Abbett may make such payments on a fixed or variable basis based on Fund sales, assets, transactions processed, and/or accounts attributable to a financial intermediary, among other factors. Lord Abbett determines the amount of these payments in its sole discretion. In doing so, Lord Abbett may consider a

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number of factors, including: a financial intermediary’s sales, assets, and redemption rates; the nature and quality of any shareholder services provided by the financial intermediary; the quality and depth of the financial intermediary’s existing business relationships with Lord Abbett; the expected potential to expand such relationships; and the financial intermediary’s anticipated growth prospects. Not all financial intermediaries receive revenue sharing payments and the amount of revenue sharing payments may vary for different financial intermediaries. Lord Abbett may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any particular Fund.

In some circumstances, these payments may create an incentive for a broker-dealer or its investment professionals to recommend or sell Fund shares to you. Lord Abbett may benefit from these payments to the extent the broker-dealers sell more Fund shares or retain more Fund shares in their clients’ accounts because Lord Abbett receives greater management and other fees as Fund assets increase. For more specific information about these payments, including revenue sharing arrangements, made to your broker-dealer or other financial intermediary and the conflicts of interest that may arise from such arrangements, please contact your investment professional. In addition, please see the SAI for more information regarding Lord Abbett’s revenue sharing arrangements with financial intermediaries.

Payments for Recordkeeping, Networking, and Other Services. In addition to the payments from Lord Abbett or Lord Abbett Distributor described above, from time to time, Lord Abbett and Lord Abbett Distributor may have other relationships with financial intermediaries relating to the provision of services to the Fund, such as providing omnibus account services or executing portfolio transactions for the Fund. The Fund generally may pay recordkeeping fees for services provided to plans where the account is a plan-level or fund-level omnibus account and plan participants have the ability to determine their investments in particular mutual funds. If your financial intermediary provides these services, Lord Abbett or the Fund may compensate the financial intermediary for these services. In addition, your financial intermediary may have other relationships with Lord Abbett or Lord Abbett Distributor that are not related to the Fund.

For example, the Lord Abbett Funds may enter into arrangements with and pay fees to financial intermediaries that provide recordkeeping or other subadministrative services to certain groups of investors in the Lord Abbett Funds, including participants in retirement and benefit plans, investors in mutual fund advisory programs, investors in variable insurance products and clients of financial intermediaries that operate in an omnibus environment (collectively, “Investors”). The recordkeeping services typically include: (a) establishing and maintaining Investor accounts and records; (b) recording Investor account balances and changes thereto; (c) arranging for the wiring of funds; (d) providing

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statements to Investors; (e) furnishing proxy materials, periodic Lord Abbett Fund reports, prospectuses and other communications to Investors as required; (f) transmitting Investor transaction information; and (g) providing information in order to assist the Lord Abbett Funds in their compliance with state securities laws. The fees that the Lord Abbett Funds pay are designed to compensate financial intermediaries for such services.

The Lord Abbett Funds also may pay fees to broker-dealers for networking services. Networking services may include but are not limited to:

	•		establishing and maintaining individual accounts and records;
	•		providing client account statements; and
	•		providing 1099 forms and other tax statements.

The networking fees that the Lord Abbett Funds pay to broker-dealers normally result in reduced fees paid by the Fund to the transfer agent, which otherwise would provide these services.

Financial intermediaries may charge additional fees or commissions other than those disclosed in this prospectus, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than described in the discussion above and in the SAI. You may ask your financial intermediary about any payments it receives from Lord Abbett or the Fund, as well as about fees and/or commissions it charges.

PURCHASES

Initial Purchases. Lord Abbett Distributor acts as an agent for the Fund to work with financial intermediaries that buy and sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors. Initial purchases of Fund shares may be made through any financial intermediary that has a sales agreement with Lord Abbett Distributor. Unless you are investing in the Fund through a retirement and benefit plan, fee-based program or other financial intermediary, you and your investment professional may fill out the application and send it to the Fund at the address below. To open an account through a retirement and benefit plan, fee-based program or other type of financial intermediary, you should contact your financial intermediary for instructions on opening an account.

[Name of Fund]
P.O. Box 219336
Kansas City, MO 64121

Please do not send account applications or purchase, exchange, or redemption orders to Lord Abbett’s offices in Jersey City, NJ.

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Additional Purchases. You may make additional purchases of Fund shares by contacting your investment professional or financial intermediary. If you have direct account privileges with the Fund, you may make additional purchases by:

	•		Telephone. If you have established a bank account of record, you may purchase Fund shares by telephone. You or your investment professional should call the Fund at 888-522-2388.
	•		Online. If you have established a bank account of record, you may submit a request online to purchase Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.
	•		Mail. You may submit a written request to purchase Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, the class of shares, your account number, and the dollar amount you wish to purchase. Please include a check for the amount of the purchase, which may be subject to a sales charge. If purchasing Fund shares by mail, your purchase order will not be accepted or processed until such orders are received by the Fund at P.O. Box 219336, Kansas City, MO 64121.
	•		Wire. You may purchase Fund shares via wire by sending your purchase amount to: UMB, N.A., Kansas City, routing number: 101000695, bank account number: 987800033-3, FBO: (your account name) and (your Lord Abbett account number). Specify the complete name of the Fund and the class of shares you wish to purchase.

Good Order. “Good order” generally means that your purchase request includes: (1) the name of the Fund; (2) the class of shares to be purchased; (3) the dollar amount of shares to be purchased; (4) your properly completed account application or investment stub; and (5) a check payable to the name of the Fund or a wire transfer received by the Fund. In addition, for your purchase request to be considered in good order, you must satisfy any eligibility criteria and minimum investment requirements applicable to the Fund and share class you are seeking to purchase. An initial purchase order submitted directly to the Fund, or the Fund’s authorized agent (or the agent’s designee), must contain: (1) an application completed in good order with all applicable requested information; and (2) payment by check or instructions to debit your checking account along with a canceled check containing account information. Additional purchase requests must include all required information and the proper form of payment (i.e., check or wired funds).

See “Account Services and Policies – Procedures Required by the USA PATRIOT Act” for more information.

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Initial and additional purchases of Fund shares are executed at the NAV next determined after the Fund or the Fund’s authorized agent receives your purchase request in good order. The Fund reserves the right to modify, restrict or reject any purchase order (including exchanges). All purchase orders are subject to acceptance by the Fund.

Insufficient Funds. If you request a purchase and your bank account does not have sufficient funds to complete the transaction at the time it is presented to your bank, your requested transaction will be reversed and you will be subject to any and all losses, fees and expenses incurred by the Fund in connection with processing the insufficient funds transaction. The Fund reserves the right to liquidate all or a portion of your Fund shares to cover such losses, fees and expenses.

EXCHANGES

You or your investment professional may instruct the Fund to exchange shares of any class for shares of the same class of any other Lord Abbett Fund, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund. For investors investing through retirement and benefit plans or fee-based programs, you should contact the financial intermediary that administers your plan or sponsors the fee-based program to request an exchange.

If you have direct account privileges with the Fund, you may request an exchange transaction by:

	•		Telephone. You or your investment professional should call the Fund at 888-522-2388.
	•		Online. You may submit a request online to exchange your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.
	•		Mail. You may submit a written request to exchange your Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, the class of shares, your account number, the dollar amount or number of shares you wish to exchange, and the name(s) of the Eligible Fund(s) into which you wish to exchange your Fund shares. If submitting a written request to exchange Fund shares, your exchange request will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121.

The Fund may revoke the exchange privilege for all shareholders upon 60 days’ written notice. In addition, there are limitations on exchanging Fund shares for a different class of shares, and moving shares held in certain types of accounts to a

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different type of account or to a new account maintained by a financial intermediary. Please speak with your financial intermediary if you have any questions.

An exchange of Fund shares for shares of another Lord Abbett Fund will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. You should read the current prospectus for any Lord Abbett Fund into which you are exchanging.

Conversions. Subject to the conditions set forth in this paragraph, shares of one class of the Fund may be converted into (i.e., reclassified as) shares of a different class of the Fund at the request of a shareholder’s financial intermediary. To qualify for a conversion, the shareholder must satisfy the conditions for investing in the class into which the conversion is sought (as described in this prospectus and the SAI). Also, shares are not eligible to be converted until any applicable CDSC period has expired. In addition, Class C shares are not permitted to convert to Class A shares unless the conversion is made to facilitate the shareholder’s participation in a fee-based advisory program. No sales charge will be imposed on converted shares. The financial intermediary making the conversion request must submit the request in writing. In addition, the financial intermediary or other responsible party must process and report the transaction as a conversion.

The value of the shares received during a conversion will be based on the relative NAV of the shares being converted and the shares received as a result of the conversion. It generally is expected that conversions will not result in taxable gain or loss.

REDEMPTIONS

You may redeem your Fund shares by contacting your investment professional or financial intermediary. For shareholders investing through retirement and benefit plans or fee-based programs, you should contact the financial intermediary that administers your plan or sponsors the fee-based program to redeem your shares. You may be required to provide the Fund with certain legal or other documents completed in good order before your redemption request will be processed.

If you have direct account privileges with the Fund, you may redeem your Fund shares by:

	•		Telephone. You may redeem $100,000 or less from your account by telephone. You or your representative should call the Fund at 888-522-2388.
	•		Online. You may submit a request online to redeem your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.

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•

Mail. You may submit a written request to redeem your Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, your account number, and the dollar amount or number of shares you wish to redeem. If submitting a written request to redeem your shares, your redemption will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121.

Insufficient Account Value. If you request a redemption transaction for a specific amount and your account value at the time the transaction is processed is less than the requested redemption amount, the Fund will deem your request as a request to liquidate your entire account.

Redemption Payments. Redemptions of Fund shares are executed at the NAV next determined after the Fund or your financial intermediary receives your request in good order. Normally, redemption proceeds are paid within three (but no more than seven) days after your redemption request is received in good order. If you redeem shares that were recently purchased, the Fund may delay the payment of the redemption proceeds until your check, bank draft, electronic funds transfer or wire transfer has cleared, which may take several days. This process may take up to 15 calendar days for purchases by check to clear. The Fund may postpone payment for more than seven days or suspend redemptions (i) during any period that the NYSE is closed, or trading on the NYSE is restricted as determined by the U.S. Securities and Exchange Commission (“SEC”); (ii) during any period when an emergency exists as determined by the SEC as a result of which it is not practicable for the Fund to dispose of securities it owns, or fairly to determine the value of its assets; and (iii) for such other periods as the SEC may permit.

If you have direct account access privileges, the redemption proceeds will be paid by electronic transfer via an automated clearing house deposit to your bank account on record with the Fund. If there is no bank account on record, your redemption proceeds normally will be paid by check payable to the registered account owner(s) and mailed to the address to which the account is registered. You may request that your redemption proceeds of at least $1,000 be disbursed by wire to your bank account of record by contacting the Fund and requesting the redemption and wire transfer and providing the proper wiring instructions for your bank account of record.

You may request that redemption proceeds be made payable and disbursed to a person or account other than the shareholder(s) of record, provided that you provide a signature guarantee by an eligible guarantor, including a broker or bank that is a member of the medallion stamp program. Please note that a notary public is not an eligible guarantor.

A guaranteed signature by an eligible guarantor is designed to protect you from fraud. The Fund generally will require a guaranteed signature by an eligible guarantor on requests for redemption that:

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	•		Are signed by you in your legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate);
	•		Request a redemption check to be payable to anyone other than the shareholder(s) of record;
	•		Request a redemption check to be mailed to an address other than the address of record;
	•		Request redemption proceeds to be payable to a bank other than the bank account of record; or
	•		Total more than $100,000.

Institutional investors eligible to purchase Class I shares may redeem shares in excess of $100,000 in accounts held directly with the Fund without a guaranteed signature, provided that the proceeds are payable to the bank account of record and the redemption request otherwise is in good order.

Liquidity Management. The Fund has implemented measures designed to enable it to pay redemption proceeds in a timely fashion while maintaining adequate liquidity. The Fund’s investment team continually monitors portfolio liquidity and adjusts the Fund’s cash level based on portfolio composition, redemption rates, market conditions, and other relevant criteria. In addition, the Fund’s investment team may meet redemption requests and manage liquidity by (i) selling portfolio securities, (ii) borrowing from a bank under a line of credit or from another Lord Abbett Fund (to the extent permitted under any SEC exemptive relief and the Fund’s investment restrictions, in each case as stated in the Fund’s SAI), (iii) transacting in exchange traded funds and/or derivatives, or (iv) paying redemption proceeds in kind, as discussed below. Despite the Fund’s reasonable best efforts, however, there can be no assurance that the Fund will manage liquidity successfully in all market environments. As a result, the Fund may not be able to pay redemption proceeds in a timely fashion because of unusual market conditions, an unusually high volume of redemption requests, or other factors.

Redemptions in Kind. The Fund reserves the right to pay redemption proceeds in whole or in part by distributing liquid securities from the Fund’s portfolio. It is not expected that the Fund would pay redemptions by an in kind distribution except in unusual circumstances. If the Fund pays redemption proceeds by distributing securities in kind, you could incur brokerage or other charges, and tax liability, and you will bear market risks until the distributed securities are converted into cash.

You should note that your purchase, exchange, and redemption requests may be subject to review and verification on an ongoing basis.

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ACCOUNT SERVICES AND POLICIES

Certain of the services and policies described below may not be available through certain financial intermediaries. Contact your financial intermediary for services and policies applicable to you.

Account Services

Automatic Services for Fund Investors. You may buy or sell shares automatically with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. You may set up most of these services when filling out the application or by calling 888-522-2388.


For investing

Invest-A-Matic ⁽¹⁾⁽²⁾ (Dollar-cost averaging)				You can make fixed, periodic investments ($250 initial and $50 subsequent minimum) into your Fund account by means of automatic money transfers from your bank checking account. See the application for instructions.

Div-Move ⁽¹⁾				You may automatically reinvest the dividends and distributions from your account into another account in any Lord Abbett Fund available for purchase ($50 minimum).


⁽¹⁾		In the case of financial intermediaries maintaining accounts in omnibus recordkeeping environments or in nominee name that aggregate the underlying accounts’ purchase orders for Fund shares, the minimum subsequent investment requirements described above will not apply to such underlying accounts.
⁽²⁾		There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs.


For selling shares

Systematic Withdrawal Plan (“SWP”)		You can make regular withdrawals from most Lord Abbett Funds. Automatic cash withdrawals will be paid to you from your account in fixed or variable amounts. To establish an SWP, the value of your shares for Class A or C must be at least $10,000, and for Class B the value of your shares must be at least $25,000, except in the case of an SWP established for certain retirement and benefit plans, for which there is no minimum. Your shares must be in non-certificate form.

Class B and C Shares		The CDSC will be waived on redemptions of up to 12% of the current value of your account at the time of your SWP request. For SWP redemptions over 12% per year, the CDSC will apply to the entire redemption. Please contact the Fund for assistance in minimizing the CDSC in this situation. Redemption proceeds due to an SWP for Class B and C shares will be redeemed in the order described under “CDSC” under “Sales Charges.”

Telephone and Online Purchases and Redemptions. Submitting transactions by telephone or online may be difficult during times of drastic economic or market changes or during other times when communications may be under unusual stress. When initiating a transaction by telephone or online, shareholders should be aware of the following considerations:

•

Security. The Fund and its service providers employ verification and security measures for your protection. For your security, telephone and online transaction requests are recorded. You should note, however, that any person

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			with access to your account and other personal information (including personal identification number) may be able to submit instructions by telephone or online. The Fund will not be liable for relying on instructions submitted by telephone or online that the Fund reasonably believes to be genuine.
	•		Online Confirmation. The Fund is not responsible for online transaction requests that may have been sent but not received in good order. Requested transactions received by the Fund in good order are confirmed at the completion of the order and your requested transaction will not be processed unless you receive the confirmation message.
	•		No Cancellations. You will be asked to verify the requested transaction and may cancel the request before it is submitted to the Fund. The Fund will not cancel a submitted transaction once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction.

Householding. We have adopted a policy that allows us to send only one copy of the prospectus, proxy material, annual report and semiannual report to certain shareholders residing at the same “household.” This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be “householded,” please call us at 888-522-2388 or send a written request with your name, the name of your fund or funds, and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.

Account Statements. Every investor automatically receives quarterly account statements.

Account Changes. For any changes you need to make to your account, consult your investment professional or call the Fund at 888-522-2388.

Systematic Exchange. You or your investment professional can establish a schedule of exchanges between the same classes of any other Lord Abbett Fund, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund.

Account Policies

Pricing of Fund Shares. Under normal circumstances, NAV per share is calculated each business day at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time, on each day on which the NYSE is open for trading. The most recent NAV per share for the Fund is available at www.lordabbett.com. Purchases and sales (including exchanges) of Fund shares are executed at the NAV (subject to any applicable sales charges) next determined after the Fund or the Fund’s authorized agent receives your order in good order. In the case of purchase, redemption, or exchange orders placed through your financial intermediary, when acting as the

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Fund’s authorized agent (or the agent’s designee), the Fund will be deemed to have received the order when the agent or designee receives the order in good order.

Purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that day’s NAV; orders placed after the close of trading on the NYSE will receive the next business day’s NAV. Fund shares will not be priced on holidays or other days when the NYSE is closed for trading. In the event the NYSE is closed on a day it normally would be open for business for any reason (including, but not limited to, technology problems or inclement weather), or the NYSE has an unscheduled early closing on a day it has opened for business, a Fund reserves the right to treat such day as a business day. In such cases, the Fund would accept purchase and redemption orders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSE for that day, so long as Lord Abbett believes there generally remains an adequate market to obtain reliable and accurate market quotations.

In calculating NAV, securities listed on any recognized U.S. or non-U.S. exchange (including NASDAQ) are valued at the market closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last transaction price, or, if there were no transactions that day, at the mean between the most recently quoted bid and asked prices. Unlisted fixed income securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices are broker/dealer-supplied valuations or evaluated or “matrix” prices based on electronic data processing techniques. Such valuations are based on the mean between the bid and asked prices, when available, and are based on the bid price when no asked price is available. Unlisted fixed income securities (other than senior loans) having remaining maturities of 60 days or less are valued at their amortized cost. The principal markets for non-U.S. securities and U.S. fixed income securities also generally close prior to the close of the NYSE. Consequently, values of non-U.S. investments and U.S. fixed income securities will be determined as of the earlier closing of such exchanges and markets unless the Fund prices such a security at its fair value.

Securities for which prices or market quotations are not readily available, do not accurately reflect fair value in Lord Abbett’s opinion, or have been materially affected by events occurring after the close of the market on which the security is principally traded but before 4:00 p.m. Eastern time are valued by Lord Abbett under fair value procedures approved by and administered under the supervision of the Fund’s Board. These circumstances may arise, for instance, when trading in a security is suspended, the market on which a security is traded closes early, or demand for a security (as reflected by its trading volume) is insufficient and thus calls into question the reliability of the quoted or computed price, or the security is relatively illiquid. The Fund may use fair value pricing more frequently for securities primarily traded on foreign exchanges. Because many

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foreign markets close hours before the Fund values its foreign portfolio holdings, significant events, including broad market moves, may occur in the interim potentially affecting the values of foreign securities held by the Fund. The Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of relevant general and sector indices. The Fund’s use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security.

Certain securities that are traded primarily on foreign exchanges may trade on weekends or days when the NAV is not calculated. As a result, the value of securities may change on days when shareholders are not able to purchase or sell Fund shares.

Excessive Trading and Market Timing. The Fund is not designed for short-term investors and is not intended to serve as a vehicle for frequent trading in response to short-term swings in the market. Excessive, short-term or market timing trading practices (“frequent trading”) may disrupt management of the Fund, raise its expenses, and harm long-term shareholders in a variety of ways. For example, volatility resulting from frequent trading may cause the Fund difficulty in implementing long-term investment strategies because it cannot anticipate the amount of cash it will have to invest. The Fund may find it necessary to sell portfolio securities at disadvantageous times to raise cash to meet the redemption demands resulting from such frequent trading. Each of these, in turn, could increase tax, administrative, and other costs, and reduce the Fund’s investment return.

To the extent the Fund invests in foreign securities, the Fund may be particularly susceptible to frequent trading because many foreign markets close hours before the Fund values its portfolio holdings. This may allow significant events, including broad market moves that occur in the interim, to affect the values of foreign securities held by the Fund. The time zone differences among foreign markets may allow a shareholder to exploit differences in the Fund’s share prices that are based on closing prices of foreign securities determined before the Fund calculates its NAV per share (known as “time zone arbitrage”). To the extent the Fund invests in securities that are thinly traded or relatively illiquid, the Fund also may be particularly susceptible to frequent trading because the current market price for such securities may not accurately reflect current market values. A shareholder may attempt to engage in frequent trading to take advantage of these pricing differences (known as “price arbitrage”). The Fund has adopted fair value procedures that allow the Fund to use values other than the closing market

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prices of these types of securities to reflect what the Fund reasonably believes to be their fair value at the time it calculates its NAV per share. The Fund expects that the use of fair value pricing will reduce a shareholder’s ability to engage successfully in time zone arbitrage and price arbitrage to the detriment of other Fund shareholders, although there is no assurance that fair value pricing will do so. For more information about these procedures, see “Pricing of Fund Shares” above.

The Fund’s Board has adopted additional policies and procedures that are designed to prevent or stop frequent trading. We recognize, however, that it may not be possible to identify and stop or avoid every instance of frequent trading in Fund shares. For this reason, the Fund’s policies and procedures are intended to identify and stop frequent trading that we believe may be harmful to the Fund. For this purpose, we consider frequent trading to be harmful if, in general, it is likely to cause the Fund to incur additional expenses or to sell portfolio holdings for other than investment strategy-related reasons. Toward this end, we have procedures in place to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of their clients, which procedures are described below. The Fund may modify its frequent trading policy and monitoring procedures from time to time without notice as and when deemed appropriate to enhance protection of the Fund and its shareholders.

Frequent Trading Policy and Procedures. We have procedures in place designed to enable us to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of their clients in order to attempt to identify activity that is potentially harmful to the Fund. If, based on these monitoring procedures, we believe that an investor is engaging in, or has engaged in, frequent trading that may be harmful to the Fund, normally, we will notify the investor (and/or the investor’s financial professional) to cease all such activity in the account. If the activity occurs again, we will place a block on all further purchases or exchanges of the Fund’s shares in the investor’s account and inform the investor (and/or the investor’s financial professional) to cease all such activity in the account. The investor then has the option of maintaining any existing investment in the Fund, exchanging Fund shares for shares of Money Market Fund, or redeeming the account. Investors electing to exchange or redeem Fund shares under these circumstances should consider that the transaction may be subject to a CDSC or result in tax consequences. As stated above, although we generally notify the investor (and/or the investor’s financial professional) to cease all activity indicative of frequent trading prior to placing a block on further purchases or exchanges, we reserve the right to immediately place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. While we attempt to apply the policy and procedures uniformly to detect

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frequent trading practices, there can be no assurance that we will succeed in identifying all such practices or that some investors will not employ tactics that evade our detection.

Lord Abbett Distributor may review the frequent trading policies and procedures that an individual financial intermediary is able to put in place to determine whether its policies and procedures are consistent with the protection of the Fund and its investors, as described above. Lord Abbett Distributor also will seek the financial intermediary’s agreement to cooperate with Lord Abbett Distributor’s efforts to (1) monitor the financial intermediary’s adherence to its policies and procedures and/or receive an amount and level of information regarding trading activity that Lord Abbett Distributor in its sole discretion deems adequate, and (2) stop any trading activity Lord Abbett Distributor identifies as frequent trading. Nevertheless, these circumstances may result in a financial intermediary’s application of policies and procedures that are less effective at detecting and preventing frequent trading than the policies and procedures adopted by Lord Abbett Distributor and by certain other financial intermediaries. If an investor would like more information concerning the policies, procedures and restrictions that may be applicable to his or her account, the investor should contact the financial intermediary placing purchase orders on his or her behalf. A substantial portion of the Fund’s shares may be held by financial intermediaries through omnibus accounts or in nominee name.

With respect to monitoring of accounts maintained by a financial intermediary, to our knowledge, in an omnibus environment or in nominee name, Lord Abbett Distributor will seek to receive sufficient information from the financial intermediary to enable it to review the ratio of purchase versus redemption activity of each underlying sub-account or, if such information is not readily obtainable, in the overall omnibus account(s) or nominee name account(s). If we identify activity that we believe may be indicative of frequent trading activity, we normally will notify the financial intermediary and request it to provide Lord Abbett Distributor with additional transaction information so that Lord Abbett Distributor may determine if any investors appear to have engaged in frequent trading activity. Lord Abbett Distributor’s monitoring activity normally is limited to review of historic account activity. This may result in procedures that may be less effective at detecting and preventing frequent trading than the procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name.

If an investor related to an account maintained in an omnibus environment or in nominee name is identified as engaging in frequent trading activity, we normally will request that the financial intermediary take appropriate action to curtail the activity and will work with the relevant party to do so. Such action may include actions similar to those that Lord Abbett Distributor would take, such as issuing warnings to cease frequent trading activity, placing blocks on accounts to prohibit future purchases and exchanges of Fund shares, or requiring that the

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investor place trades through the mail only, in each case either indefinitely or for a period of time. Again, we reserve the right to immediately attempt to place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. If we determine that the financial intermediary has not demonstrated adequately that it has taken appropriate action to curtail the frequent trading, we may consider seeking to prohibit the account or sub-account from investing in the Fund and/or also may terminate our relationship with the financial intermediary. As noted above, these efforts may be less effective at detecting and preventing frequent trading than the policies and procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name. The nature of these relationships also may inhibit or prevent Lord Abbett Distributor or the Fund from assuring the uniform assessment of CDSCs on investors, even though financial intermediaries operating in omnibus environments typically have agreed to assess the CDSCs or assist Lord Abbett Distributor or the Fund in assessing them.

Procedures Required by the USA PATRIOT Act. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including the Fund, to obtain, verify, and record information that identifies each person who opens an account. What this means for you – when you open an account, we will ask for your name, address, date and place of organization or date of birth, and taxpayer identification number or Social Security number, and we may ask for other information that will allow us to identify you. We will ask for this information in the case of persons who will be signing on behalf of certain entities that will own the account. We also may ask for copies of documents. If we are unable to obtain the required information within a short period of time after you try to open an account, we will return your purchase order or account application. Your monies will not be invested until we have all required information. You also should know that we may verify your identity through the use of a database maintained by a third party or through other means. If we are unable to verify your identity, we may liquidate and close the account. This may result in adverse tax consequences. In addition, the Fund reserves the right to reject purchase orders or account applications accompanied by cash, cashier’s checks, money orders, bank drafts, traveler’s checks, and third party or double-endorsed checks, among others.

Small Account Closing Policy. The Fund has established a minimum account balance of $1,500. Subject to the approval of the Fund’s Board, the Fund may redeem your account (without charging a CDSC) if the NAV of your account falls below $1,500. The Fund will provide you with at least 60 days’ prior written notice before doing so, during which time you may avoid involuntary redemption by making additional investments to satisfy the minimum account balance.

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How to Protect Your Account from State Seizure. Under state law, mutual fund accounts can be considered “abandoned property.” The Fund may be required by state law to forfeit or pay abandoned property to the state government if you have not accessed your account for a period specified by the state of your domicile. Depending on the state, in most cases, a mutual fund account may be considered abandoned and forfeited to the state if the account owner has not initiated any activity in the account or contacted the fund company holding the account for as few as three or as many as five years. Because the Fund is legally required to send the state the assets of accounts that are considered “abandoned,” the Fund will not be liable to shareholders for good faith compliance with these state laws. If you invest in the Fund through a financial intermediary, we encourage you to contact the financial intermediary regarding applicable state abandoned property laws.

If you hold your account directly with the Fund (rather than through an intermediary), we strongly encourage you to contact us at least once each year. Below are ways in which you can assist us in safeguarding your Fund investments:

•

Log into your account at www.lordabbett.com. Please note that, by contrast, simply visiting our public website will not constitute contact with us under state abandoned property rules; instead, an account login is required.

•

Call our 24-hour automated service line at 800-865-7582 and use your Personal Identification Number (PIN). If you have never used this system, you will need your account number to establish a PIN.

•

Call one of our customer service representatives at 800-821-5129 Monday through Friday from 8:00 am to 5:00 pm Eastern time. To establish contact with us under certain states’ abandoned property rules, you will need to provide your name, account number, and other identifying information.

•

Promptly notify us if your name, address, or other account information changes.

•

Promptly vote on proxy proposals related to any Lord Abbett Fund you hold.

•

Take prompt action on letters you receive in the mail from the Fund concerning account inactivity, outstanding dividend and redemption checks, and/or abandoned property and follow the directions in these letters.

Additional Information. This prospectus and the SAI do not purport to create any contractual obligations between the Funds and shareholders. Further, shareholders are not intended third-party beneficiaries of any contracts entered into by (or on behalf of) the Funds, including contracts with Lord Abbett or other parties who provide services to the Funds.

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DISTRIBUTIONS AND TAXES

The following discussion is general. Because everyone’s tax situation is unique, you should consult your tax advisor regarding the effect that an investment in the Fund may have on your particular tax situation, including the treatment of distributions under the federal, state, local, and foreign tax rules that apply to you, as well as the tax consequences of gains or losses from the sale, redemption, or exchange of your shares.

Alpha Strategy Fund, Fundamental Equity Fund, Growth Leaders Fund, International Core Equity Fund, International Opportunities Fund, Micro Cap Growth Fund, Micro Cap Value Fund, and Value Opportunities Fund expect to pay dividends from their net investment income at least annually. International Dividend Income Fund expects to pay dividends from its net investment income quarterly. Each Fund expects to distribute any of its net capital gains annually.

All distributions, including dividends from net investment income, will be reinvested in Fund shares unless you instruct the Fund to pay them to you in cash. Your election to receive distributions in cash and payable by check will apply only to distributions totaling $10.00 or more. Accordingly, any distribution totaling less than $10.00 will be reinvested in Fund shares and will not be paid to you by check. This policy does not apply to you if you have elected to receive distributions that are directly deposited into your bank account. Retirement and benefit plan accounts may not receive distributions in cash. There are no sales charges on reinvestments.

For U.S. federal income tax purposes, each Fund’s distributions generally are taxable to shareholders, other than tax-exempt shareholders (including certain retirement and benefit plan shareholders, as discussed below), regardless of whether paid in cash or reinvested in additional Fund shares. Distributions of net investment income and short-term capital gains are taxable as ordinary income; however, certain qualified dividends that the Fund receives and distributes may be subject to a reduced tax rate if you meet holding period and certain other requirements. Distributions of net long-term capital gains are taxable as long-term capital gains, regardless of how long you have owned Fund shares. Any sale, redemption, or exchange of Fund shares may be taxable.

Also, a 3.8% Medicare contribution tax generally will be imposed on the net investment income of U.S. individuals, estates and trusts whose income exceeds certain threshold amounts. For this purpose, net investment income generally will include distributions from the Funds and capital gains attributable to the sale, redemption or exchange of Fund shares.

If you buy shares after a Fund has realized income or capital gains but prior to the record date for the distribution of such income or capital gains, you will be “buying a dividend” by paying the full price for shares and then receiving a portion of the price back in the form of a potentially taxable dividend.

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Shareholders that are exempt from U.S. federal income tax, such as retirement and benefit plans that are qualified under Section 401 of the Code, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, in the case of Fund shares held through a nonqualified deferred compensation plan, Fund dividends and distributions received by the plan and sales and exchanges of Fund shares by the plan generally will be taxable to the employer sponsoring such plan in accordance with U.S. federal income tax laws governing deferred compensation plans.

A plan participant whose retirement and benefit plan invests in a Fund generally is not taxed on Fund dividends or distributions received by the plan or on sales or exchanges of Fund shares by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement and benefit plan generally are taxable to plan participants as ordinary income.

You must provide your Social Security number or other taxpayer identification number to a Fund along with certifications required by the Internal Revenue Service when you open an account. If you do not or it is otherwise legally required to do so, the Fund will withhold a 28% “backup withholding” tax from your distributions, sale proceeds, and any other payments to you.

Certain tax reporting information concerning the tax treatment of Fund distributions, including the source of dividends and distributions of capital gains by a Fund, will be provided to shareholders each year.

Mutual funds are required to report to you and the Internal Revenue Service the “cost basis” of your shares acquired after January 1, 2012 and that are subsequently redeemed. These requirements generally do not apply to investments held in a tax-deferred account or to certain types of entities (such as C corporations).

If you hold Fund shares through a broker (or another nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. If you are a direct shareholder, you may request that your cost basis reported on Form 1099-B be calculated using any one of the alternative methods offered by the Fund. Please contact the Fund to make, revoke, or change your election. If you do not affirmatively elect a cost basis method, the Fund will use the average cost basis method.

Please note that you will continue to be responsible for calculating and reporting gains and losses on redemptions of shares purchased prior to January 1, 2012. You are encouraged to consult your tax advisor regarding the application of the cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

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FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

These tables describe the Funds’ performance for the fiscal periods indicated. “Total Return” shows how much your investment in the Funds would have increased or decreased during each period without considering the effects of sales loads and assuming you had reinvested all dividends and distributions. These Financial Highlights have been audited by Deloitte & Touche LLP, the Funds’ independent registered public accounting firm, in conjunction with their annual audits of the Funds’ financial statements. Financial statements and the reports of the independent registered public accounting firm thereon appear in the 2015 annual reports to shareholders and are incorporated by reference in the SAI, which is available upon request. Certain information reflects financial results for a single Fund share.

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ALPHA STRATEGY FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:										Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)			Total from investment operations			Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	32.40		$	0.02			$	0.78		$	0.80		$	(0.48	)		$	(2.93	)		$	(3.41	)
10/31/2014			32.63			0.02				2.16			2.18			(1.29	)			(1.12	)			(2.41	)
10/31/2013			24.71			0.09				8.92			9.01			(0.04	)			(1.05	)			(1.09	)
10/31/2012			22.72			(0.01	)			2.07			2.06			–				(0.07	)			(0.07	)
10/31/2011			21.93			(0.02	)			0.81			0.79			–				–				–
Class B
10/31/2015			29.77			(0.17	)			0.70			0.53			(0.21	)			(2.93	)			(3.14	)
10/31/2014			30.16			(0.19	)			1.98			1.79			(1.06	)			(1.12	)			(2.18	)
10/31/2013			23.05			(0.09	)			8.25			8.16			–				(1.05	)			(1.05	)
10/31/2012			21.36			(0.17	)			1.93			1.76			–				(0.07	)			(0.07	)
10/31/2011			20.76			(0.18	)			0.78			0.60			–				–				–
Class C
10/31/2015			29.51			(0.19	)			0.71			0.52			(0.27	)			(2.93	)			(3.20	)
10/31/2014			29.95			(0.20	)			1.98			1.78			(1.10	)			(1.12	)			(2.22	)
10/31/2013			22.89			(0.10	)			8.21			8.11			–				(1.05	)			(1.05	)
10/31/2012			21.21			(0.18	)			1.93			1.75			–				(0.07	)			(0.07	)
10/31/2011			20.61			(0.18	)			0.78			0.60			–				–				–
Class F
10/31/2015			32.49			0.07				0.78			0.85			(0.54	)			(2.93	)			(3.47	)
10/31/2014			32.71			0.06				2.17			2.23			(1.33	)			(1.12	)			(2.45	)
10/31/2013			24.77			0.14				8.93			9.07			(0.08	)			(1.05	)			(1.13	)
10/31/2012			22.74			0.03				2.07			2.10			–				(0.07	)			(0.07	)
10/31/2011			21.91			0.02				0.81			0.83			–				–				–
Class I
10/31/2015			32.81			0.11				0.78			0.89			(0.57	)			(2.93	)			(3.50	)
10/31/2014			33.01			0.10				2.18			2.28			(1.36	)			(1.12	)			(2.48	)
10/31/2013			24.99			0.17				9.01			9.18			(0.11	)			(1.05	)			(1.16	)
10/31/2012			22.92			0.06				2.08			2.14			–				(0.07	)			(0.07	)
10/31/2011			22.06			0.05				0.81			0.86			–				–				–

Does note include expenses of the Underlying Funds in which the Fund invests.

	^(a)		Calculated using average shares outstanding during the period.
	^(b)		Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.

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ALPHA STRATEGY FUND

Financial Highlights (continued)



						Ratios to Average Net Assets:*							Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)		Total expenses after waivers and/or reimbursements (%)		Total expenses (%)		Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	29.79		2.54		0.25		0.53		0.08			$	580,945		8.24
10/31/2014			32.40		6.89		0.25		0.53		0.07				586,429		5.42
10/31/2013			32.63		37.98		0.25		0.54		0.33				567,124		8.12
10/31/2012			24.71		9.12		0.25		0.57		(0.05	)			421,927		3.84
10/31/2011			22.72		3.60		0.28		0.60		(0.10	)			432,698		6.78
Class B
10/31/2015			27.16		1.76		1.00		1.28		(0.61	)			9,907		8.24
10/31/2014			29.77		6.09		1.00		1.28		(0.65	)			16,870		5.42
10/31/2013			30.16		36.93		1.00		1.29		(0.36	)			22,883		8.12
10/31/2012			23.05		8.29		1.00		1.32		(0.78	)			21,776		3.84
10/31/2011			21.36		2.89		1.00		1.32		(0.79	)			26,877		6.78
Class C
10/31/2015			26.83		1.76		1.00		1.28		(0.67	)			314,946		8.24
10/31/2014			29.51		6.09		1.00		1.27		(0.68	)			318,668		5.42
10/31/2013			29.95		36.97		0.99		1.28		(0.40	)			294,780		8.12
10/31/2012			22.89		8.30		0.99		1.31		(0.79	)			223,165		3.84
10/31/2011			21.21		2.91		0.99		1.31		(0.80	)			223,295		6.78
Class F
10/31/2015			29.87		2.68		0.10		0.38		0.23				271,865		8.24
10/31/2014			32.49		7.05		0.10		0.38		0.20				267,679		5.42
10/31/2013			32.71		38.19		0.10		0.39		0.49				197,939		8.12
10/31/2012			24.77		9.28		0.10		0.42		0.12				140,860		3.84
10/31/2011			22.74		3.79		0.10		0.42		0.08				142,150		6.78
Class I
10/31/2015			30.20		2.78		0.00		0.28		0.36				43,135		8.24
10/31/2014			32.81		7.14		0.00		0.28		0.31				52,339		5.42
10/31/2013			33.01		38.32		0.00		0.29		0.60				44,998		8.12
10/31/2012			24.99		9.39		0.00		0.32		0.24				18,677		3.84
10/31/2011			22.92		3.90		0.00		0.32		0.20				26,906		6.78

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ALPHA STRATEGY FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class R2
10/31/2015		$	31.81		$	(0.07	)		$	0.75			$	0.68			$	(0.40	)		$	(2.93	)		$	(3.33	)
10/31/2014			32.07			(0.09	)			2.13				2.04				(1.18	)			(1.12	)			(2.30	)
10/31/2013			24.35			0.04				8.73				8.77				–				(1.05	)			(1.05	)
10/31/2012			22.47			(0.09	)			2.04				1.95				–				(0.07	)			(0.07	)
10/31/2011			21.76			(0.09	)			0.80				0.71				–				–				–
Class R3
10/31/2015			31.93			(0.05	)			0.76				0.71				(0.41	)			(2.93	)			(3.34	)
10/31/2014			32.18			(0.05	)			2.13				2.08				(1.21	)			(1.12	)			(2.33	)
10/31/2013			24.41			0.04				8.78				8.82				–				(1.05	)			(1.05	)
10/31/2012			22.50			(0.07	)			2.05				1.98				–				(0.07	)			(0.07	)
10/31/2011			21.76			(0.07	)			0.81				0.74				–				–				–
Class R4
6/30/2015 to 10/31/2015 ^(c)			31.87			(0.03	)			(2.05	) ^(d)			(2.08	)			–								–
Class R5
6/30/2015 to 10/31/2015 ^(c)			32.28			–				(2.08	) ^(d)			(2.08	)			–								–
Class R6
6/30/2015 to 10/31/2015 ^(c)			32.28			–	^(g)			(2.08	) ^(d)			(2.08	)			–								–

Does note include expenses of the Underlying Funds in which the Fund invests.

	^(a)		Calculated using average shares outstanding during the period.
	^(b)		Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.
	^(c)		Commenced on June 30, 2015.
	^(d)		The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses.
	^(e)		Not annualized.
	^(f)		Annualized.
	^(g)		Amount is less then $.01.

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ALPHA STRATEGY FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:*									Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class R2
10/31/2015		$	29.16		2.16			0.60			0.88			(0.22	)		$	2,704		8.24
10/31/2014			31.81		6.55			0.60			0.88			(0.30	)			3,479		5.42
10/31/2013			32.07		37.49			0.60			0.89			0.14				2,738		8.12
10/31/2012			24.35		8.73			0.60			0.92			(0.39	)			2,982		3.84
10/31/2011			22.47		3.26			0.60			0.92			(0.39	)			3,373		6.78
Class R3
10/31/2015			29.30		2.28			0.50			0.78			(0.17	)			36,656		8.24
10/31/2014			31.93		6.62			0.50			0.78			(0.15	)			36,695		5.42
10/31/2013			32.18		37.60			0.50			0.79			0.13				34,574		8.12
10/31/2012			24.41		8.85			0.50			0.82			(0.30	)			29,663		3.84
10/31/2011			22.50		3.40			0.50			0.82			(0.31	)			26,924		6.78
Class R4
6/30/2015 to 10/31/2015 ^(c)			29.79		(6.53	) ^(e)		0.25	^(f)		0.53	^(f)		(0.25	) ^(f)			9		8.24
Class R5
6/30/2015 to 10/31/2015 ^(c)			30.20		(6.44	) ^(e)		0.00	^(f)		0.28	^(f)		0.00	^(f)			9		8.24
Class R6
6/30/2015 to 10/31/2015 ^(c)			30.20		(6.44	) ^(e)		0.00	^(f)		0.12	^(f)		0.03	^(f)			9		8.24

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FUNDAMENTAL EQUITY FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:										Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)			Total from investment operations			Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	16.00		$	0.15			$	0.04		$	0.19		$	(0.10	)		$	(2.77	)		$	(2.87	)
10/31/2014			16.83			0.07				1.67			1.74			(0.04	)			(2.53	)			(2.57	)
10/31/2013			13.08			0.07				3.92			3.99			(0.09	)			(0.15	)			(0.24	)
10/31/2012			12.51			0.09				0.77			0.86			(0.02	)			(0.27	)			(0.29	)
10/31/2011			11.89			0.02				0.64			0.66			(0.04	)			–				(0.04	)
Class B
10/31/2015			14.92			0.04				0.05			0.09			–				(2.77	)			(2.77	)
10/31/2014			15.91			(0.03	)			1.57			1.54			–				(2.53	)			(2.53	)
10/31/2013			12.36			(0.02	)			3.72			3.70			–	^(d)			(0.15	)			(0.15	)
10/31/2012			11.89			0.01				0.73			0.74			–				(0.27	)			(0.27	)
10/31/2011			11.35			(0.06	)			0.60			0.54			–				–				–
Class C
10/31/2015			14.83			0.04				0.04			0.08			–	^(d)			(2.77	)			(2.77	)
10/31/2014			15.83			(0.03	)			1.56			1.53			–				(2.53	)			(2.53	)
10/31/2013			12.31			(0.02	)			3.70			3.68			(0.01	)			(0.15	)			(0.16	)
10/31/2012			11.85			–	^(d)			0.73			0.73			–				(0.27	)			(0.27	)
10/31/2011			11.30			(0.06	)			0.61			0.55			–				–				–
Class F
10/31/2015			15.93			0.17				0.05			0.22			(0.15	)			(2.77	)			(2.92	)
10/31/2014			16.77			0.10				1.67			1.77			(0.08	)			(2.53	)			(2.61	)
10/31/2013			13.03			0.11				3.90			4.01			(0.12	)			(0.15	)			(0.27	)
10/31/2012			12.47			0.12				0.76			0.88			(0.05	)			(0.27	)			(0.32	)
10/31/2011			11.86			0.05				0.63			0.68			(0.07	)			–				(0.07	)
Class I
10/31/2015			16.11			0.18				0.04			0.22			(0.16	)			(2.77	)			(2.93	)
10/31/2014			16.93			0.12				1.69			1.81			(0.10	)			(2.53	)			(2.63	)
10/31/2013			13.15			0.13				3.94			4.07			(0.14	)			(0.15	)			(0.29	)
10/31/2012			12.59			0.13				0.76			0.89			(0.06	)			(0.27	)			(0.33	)
10/31/2011			11.96			0.07				0.64			0.71			(0.08	)			–				(0.08	)

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.

^(c)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Large Cap Value Fund on June 15, 2012.

^(d)

Amount is less than $.01

PROSPECTUS – FUNDAMENTAL EQUITY FUND

183

FUNDAMENTAL EQUITY FUND

Financial Highlights (continued)



						Ratios to Average Net Assets:					Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)		Total expenses (%)		Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	13.32		1.18		0.97		1.09			$	2,027,292		149.38
10/31/2014			16.00		11.65		1.05		0.43				2,683,790		112.68
10/31/2013			16.83		31.11		1.06		0.50				3,031,190		87.47
10/31/2012			13.08		7.17		1.09		0.68				2,439,466		83.80	^(c)
10/31/2011			12.51		5.53		1.09		0.16				2,379,453		55.07
Class B
10/31/2015			12.24		0.37		1.72		0.34				28,798		149.38
10/31/2014			14.92		10.91		1.71		(0.23	)			45,475		112.68
10/31/2013			15.91		30.32		1.71		(0.12	)			62,409		87.47
10/31/2012			12.36		6.47		1.74		0.04				76,533		83.80	^(c)
10/31/2011			11.89		4.76		1.73		(0.49	)			114,980		55.07
Class C
10/31/2015			12.14		0.40		1.72		0.34				713,824		149.38
10/31/2014			14.83		10.90		1.71		(0.22	)			986,381		112.68
10/31/2013			15.83		30.30		1.71		(0.15	)			1,012,597		87.47
10/31/2012			12.31		6.41		1.74		0.03				802,053		83.80	^(c)
10/31/2011			11.85		4.87		1.73		(0.49	)			817,590		55.07
Class F
10/31/2015			13.23		1.35		0.82		1.25				436,263		149.38
10/31/2014			15.93		11.93		0.81		0.68				793,101		112.68
10/31/2013			16.77		31.49		0.82		0.75				716,579		87.47
10/31/2012			13.03		7.40		0.84		0.93				598,688		83.80	^(c)
10/31/2011			12.47		5.75		0.84		0.41				642,636		55.07
Class I
10/31/2015			13.40		1.37		0.72		1.36				236,867		149.38
10/31/2014			16.11		12.05		0.71		0.78				449,870		112.68
10/31/2013			16.93		31.66		0.72		0.84				531,676		87.47
10/31/2012			13.15		7.43		0.74		1.00				394,842		83.80	^(c)
10/31/2011			12.59		5.94		0.74		0.52				245,329		55.07

PROSPECTUS – FUNDAMENTAL EQUITY FUND

184

FUNDAMENTAL EQUITY FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class P
10/31/2015		$	15.79		$	0.12			$	0.04			$	0.16			$	(0.08	)		$	(2.77	)		$	(2.85	)
10/31/2014			16.64			0.05				1.65				1.70				(0.02	)			(2.53	)			(2.55	)
10/31/2013			12.92			0.06				3.88				3.94				(0.07	)			(0.15	)			(0.22	)
10/31/2012			12.36			0.07				0.77				0.84				(0.01	)			(0.27	)			(0.28	)
10/31/2011			11.75			0.01				0.62				0.63				(0.02	)			–				(0.02	)
Class R2
10/31/2015			15.71			0.10				0.04				0.14				(0.03	)			(2.77	)			(2.80	)
10/31/2014			16.57			0.03				1.64				1.67				–	^(d)			(2.53	)			(2.53	)
10/31/2013			12.87			0.04				3.87				3.91				(0.06	)			(0.15	)			(0.21	)
10/31/2012			12.33			0.05				0.77				0.82				(0.01	)			(0.27	)			(0.28	)
10/31/2011			11.75			(0.01	)			0.63				0.62				(0.04	)			–				(0.04	)
Class R3
10/31/2015			15.80			0.11				0.06				0.17				(0.08	)			(2.77	)			(2.85	)
10/31/2014			16.66			0.04				1.65				1.69				(0.02	)			(2.53	)			(2.55	)
10/31/2013			12.94			0.05				3.89				3.94				(0.07	)			(0.15	)			(0.22	)
10/31/2012			12.40			0.06				0.77				0.83				(0.02	)			(0.27	)			(0.29	)
10/31/2011			11.80			–	^(d)			0.63				0.63				(0.03	)			–				(0.03	)
Class R4
6/30/2015 to 10/31/2015 ^(e)			13.52			0.05				(0.25	) ^(f)			(0.20	)			–				–				–
Class R5
6/30/2015 to 10/31/2015 ^(e)			13.60			0.06				(0.25	) ^(f)			(0.19	)			–				–				–
Class R6
6/30/2015 to 10/31/2015 ^(e)			13.60			0.06				(0.25	) ^(f)			(0.19	)			–				–				–

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Large Cap Value Fund on June 15, 2012.

^(d)

Amount is less than $.01

^(e)

Commenced on June 30, 2015.

^(f)

The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses.

^(g)

Not annualized.

^(h)

Annualized.

PROSPECTUS – FUNDAMENTAL EQUITY FUND

185

FUNDAMENTAL EQUITY FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:						Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class P
10/31/2015		$	13.10		0.94			1.17			0.90			$	13,733		149.38
10/31/2014			15.79		11.51			1.16			0.32				21,373		112.68
10/31/2013			16.64		31.08			1.17			0.42				26,424		87.47
10/31/2012			12.92		7.03			1.19			0.58				27,937		83.80	^(c)
10/31/2011			12.36		5.40			1.19			0.05				31,223		55.07
Class R2
10/31/2015			13.05		0.81			1.33			0.76				10,543		149.38
10/31/2014			15.71		11.33			1.31			0.17				19,744		112.68
10/31/2013			16.57		30.87			1.31			0.26				25,111		87.47
10/31/2012			12.87		6.87			1.34			0.43				22,335		83.80	^(c)
10/31/2011			12.33		5.27			1.34			(0.11	)			19,997		55.07
Class R3
10/31/2015			13.12		0.97			1.22			0.84				206,984		149.38
10/31/2014			15.80		11.41			1.21			0.28				304,459		112.68
10/31/2013			16.66		31.04			1.21			0.35				322,951		87.47
10/31/2012			12.94		6.95			1.24			0.51				270,290		83.80	^(c)
10/31/2011			12.40		5.36			1.24			0.01				180,795		55.07
Class R4
6/30/2015 to 10/31/2015 ^(e)			13.32		(1.48	) ^(g)		0.93	^(h)		1.12	^(h)			10		149.38
Class R5
6/30/2015 to 10/31/2015 ^(e)			13.41		(1.40	) ^(g)		0.68	^(h)		1.37	^(h)			10		149.38
Class R6
6/30/2015 to 10/31/2015 ^(e)			13.41		(1.40	) ^(g)		0.59	^(h)		1.46	^(h)			10		149.38

PROSPECTUS – FUNDAMENTAL EQUITY FUND

186

GROWTH LEADERS FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	23.08		$	(0.02	)		$	1.96			$	1.94			$	–			$	(1.29	)		$	(1.29	)
10/31/2014			21.44			–	^(c)			3.01				3.01				–				(1.37	)			(1.37	)
10/31/2013			15.15			(0.03	)			6.36				6.33				(0.04	)			–				(0.04	)
10/31/2012			14.50			(0.01	)			0.66				0.65				–				–				–
6/24/2011 to 10/31/2011 ^(e)			15.00			(0.01	)			(0.49	)			(0.50	)			–				–				–
Class B
10/31/2015			22.79			(0.18	)			1.92				1.74				–				(1.29	)			(1.29	)
10/31/2014			21.33			(0.15	)			2.98				2.83				–				(1.37	)			(1.37	)
2/11/2013 to 10/31/2013 ^(h)			16.56			(0.11	)			4.88				4.77				–				–				–
Class C
10/31/2015			22.57			(0.19	)			1.92				1.73				–				(1.29	)			(1.29	)
10/31/2014			21.14			(0.15	)			2.95				2.80				–				(1.37	)			(1.37	)
10/31/2013			15.02			(0.15	)			6.30				6.15				(0.03	)			–				(0.03	)
10/31/2012			14.47			(0.11	)			0.66				0.55				–				–				–
6/24/2011 to 10/31/2011 ^(e)			15.00			(0.05	)			(0.48	)			(0.53	)			–				–				–
Class F
10/31/2015			23.17			0.01				1.98				1.99				–				(1.29	)			(1.29	)
10/31/2014			21.49			0.04				3.01				3.05				–				(1.37	)			(1.37	)
10/31/2013			15.18			–	^(c)			6.39				6.39				(0.08	)			–				(0.08	)
10/31/2012			14.51			0.03				0.65				0.68				(0.01	)			–				(0.01	)
6/24/2011 to 10/31/2011 ^(e)			15.00			–	^(c)			(0.49	)			(0.49	)			–				–				–
Class I
10/31/2015			23.23			0.04				1.97				2.01				–				(1.29	)			(1.29	)
10/31/2014			21.51			0.06				3.03				3.09				–				(1.37	)			(1.37	)
10/31/2013			15.20			0.04				6.36				6.40				(0.09	)			–				(0.09	)
10/31/2012			14.51			0.04				0.67				0.71				(0.02	)			–				(0.02	)
6/24/2011 to 10/31/2011 ^(e)			15.00			0.01				(0.50	)			(0.49	)			–				–				–

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return for classes A, B, and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.

^(c)

Amount is less than $.01.

^(d)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Stock Appreciation Fund on March 22, 2013.

^(e)

Commenced on June 24, 2011.

^(f)

Not annualized.

^(g)

Annualized.

^(h)

Commenced on February 11, 2013.

PROSPECTUS – GROWTH LEADERS FUND

187

GROWTH LEADERS FUND

Financial Highlights (continued)



							Ratios to Average Net Assets:									Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	23.73		8.84			0.85			0.99			(0.09	)		$	742,393		270.68
10/31/2014			23.08		14.59			0.85			1.04			0.01				495,861		506.90
10/31/2013			21.44		42.20			0.85			1.34			(0.14	)			191,798		451.09	^(d)
10/31/2012			15.15		4.48			0.85			1.55			(0.06	)			15,372		683.50
6/24/2011 to 10/31/2011 ^(e)			14.50		(3.33	) ^(f)		0.84	^(g)		3.04	^(g)		(0.23	) ^(g)			7,882		208.96
Class B
10/31/2015			23.24		8.08			1.59			1.73			(0.81	)			4,191		270.68
10/31/2014			22.79		13.77			1.56			1.75			(0.69	)			6,332		506.90
2/11/2013 to 10/31/2013 ^(h)			21.33		29.05	^(f)		1.49	^(g)		1.88	^(g)		(0.82	) ^(g)			8,041		451.09	^(d)
Class C
10/31/2015			23.01		8.07			1.59			1.74			(0.84	)			414,557		270.68
10/31/2014			22.57		13.81			1.56			1.76			(0.71	)			236,853		506.90
10/31/2013			21.14		41.24			1.45			1.88			(0.79	)			66,471		451.09	^(d)
10/31/2012			15.02		3.80			1.49			2.15			(0.70	)			1,898		683.50
6/24/2011 to 10/31/2011 ^(e)			14.47		(3.53	) ^(f)		1.47	^(g)		2.78	^(g)		(0.91	) ^(g)			175		208.96
Class F
10/31/2015			23.87		9.03			0.70			0.84			0.06				733,463		270.68
10/31/2014			23.17		14.80			0.68			0.87			0.17				498,908		506.90
10/31/2013			21.49		42.51			0.60			1.07			0.01				109,011		451.09	^(d)
10/31/2012			15.18		4.69			0.60			1.33			0.21				3,797		683.50
6/24/2011 to 10/31/2011 ^(e)			14.51		(3.27	) ^(f)		0.59	^(g)		1.95	^(g)		0.08	^(g)			5,993		208.96
Class I
10/31/2015			23.95		9.10			0.60			0.74			0.16				96,090		270.68
10/31/2014			23.23		14.93			0.57			0.76			0.29				71,803		506.90
10/31/2013			21.51		42.67			0.50			0.95			0.21				50,326		451.09	^(d)
10/31/2012			15.20		4.87			0.50			1.22			0.29				2,697		683.50
6/24/2011 to 10/31/2011 ^(e)			14.51		(3.27	) ^(f)		0.49	^(g)		2.20	^(g)		0.17	^(g)			1,952		208.96

PROSPECTUS – GROWTH LEADERS FUND

188

GROWTH LEADERS FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class R2
10/31/2015		$	23.17		$	(0.10	)		$	1.96			$	1.86			$	–			$	(1.29	)		$	(1.29	)
10/31/2014			21.58			(0.07	)			3.03				2.96				–				(1.37	)			(1.37	)
10/31/2013			15.19			0.04				6.38				6.42				(0.03	)			–				(0.03	)
10/31/2012			14.49			0.05				0.65				0.70				–				–				–
6/24/2011 to 10/31/2011 ^(d)			15.00			(0.03	)			(0.48	)			(0.51	)			–				–				–
Class R3
10/31/2015			23.03			(0.08	)			1.96				1.88				–				(1.29	)			(1.29	)
10/31/2014			21.45			(0.04	)			2.99				2.95				–				(1.37	)			(1.37	)
10/31/2013			15.16			(0.06	)			6.38				6.32				(0.03	)			–				(0.03	)
10/31/2012			14.49			0.01				0.66				0.67				–				–				–
6/24/2011 to 10/31/2011 ^(d)			15.00			(0.02	)			(0.49	)			(0.51	)			–				–				–
Class R4
6/30/2015 to 10/31/2015 ^(g)			23.42			(0.01	)			0.33				0.32				–				–				–
Class R5
6/30/2015 to 10/31/2015 ^(g)			23.61			0.01				0.33				0.34				–				–				–
Class R6
6/30/2015 to 10/31/2015 ^(g)			23.61			0.02				0.33				0.35				–				–				–

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Stock Appreciation Fund on March 22, 2013.

^(d)

Commenced on June 24, 2011.

^(e)

Not annualized.

^(f)

Annualized.

^(g)

Commenced on June 30, 2015.

PROSPECTUS – GROWTH LEADERS FUND

189

GROWTH LEADERS FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:									Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class R2
10/31/2015		$	23.74		8.49			1.20			1.34			(0.44	)		$	593		270.68
10/31/2014			23.17		14.24			1.18			1.37			(0.31	)			342		506.90
10/31/2013			21.58		42.62			0.58			1.70			0.22				44		451.09	^(c)
10/31/2012			15.19		4.83			0.48			1.22			0.31				10		683.50
6/24/2011 to 10/31/2011 ^(d)			14.49		(3.40	) ^(e)		1.06	^(f)		5.05	^(f)		(0.49	) ^(f)			10		208.96
Class R3
10/31/2015			23.62		8.58			1.10			1.24			(0.35	)			13,501		270.68
10/31/2014			23.03		14.34			1.07			1.26			(0.20	)			10,191		506.90
10/31/2013			21.45		41.98			1.00			1.39			(0.33	)			8,289		451.09	^(c)
10/31/2012			15.16		4.62			0.72			1.42			0.08				11		683.50
6/24/2011 to 10/31/2011 ^(d)			14.49		(3.40	) ^(e)		0.97	^(f)		4.96	^(f)		(0.40	) ^(f)			10		208.96
Class R4
6/30/2015 to 10/31/2015 ^(g)			23.74		1.37	^(e)		0.87	^(f)		0.99	^(f)		(0.18	) ^(f)			10		270.68
Class R5
6/30/2015 to 10/31/2015 ^(g)			23.95		1.44	^(e)		0.60	^(f)		0.72	^(f)		0.09	^(f)			10		270.68
Class R6
6/30/2015 to 10/31/2015 ^(g)			23.96		1.48	^(e)		0.48	^(f)		0.60	^(f)		0.21	^(f)			10		270.68

PROSPECTUS – GROWTH LEADERS FUND

190

INTERNATIONAL CORE EQUITY FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:											Distributions to shareholders from:				Net asset value, end of period
				Net investment income ^(a)			Net realized and unrealized gain (loss)				Total from investment operations				Net investment income

Class A
10/31/2015		$	13.34		$	0.20		$	(0.75	)		$	(0.55	)		$	(0.15	)		$	12.64
10/31/2014			13.97			0.17			(0.54	)			(0.37	)			(0.26	)			13.34
10/31/2013			11.43			0.18			2.62				2.80				(0.26	)			13.97
10/31/2012			11.25			0.28			0.12				0.40				(0.22	)			11.43
10/31/2011			12.12			0.20			(0.94	)			(0.74	)			(0.13	)			11.25
Class B
10/31/2015			13.15			0.10			(0.74	)			(0.64	)			(0.03	)			12.48
10/31/2014			13.76			0.08			(0.53	)			(0.45	)			(0.16	)			13.15
10/31/2013			11.26			0.09			2.60				2.69				(0.19	)			13.76
10/31/2012			11.06			0.21			0.12				0.33				(0.13	)			11.26
10/31/2011			11.91			0.12			(0.92	)			(0.80	)			(0.05	)			11.06
Class C
10/31/2015			13.14			0.11			(0.75	)			(0.64	)			(0.05	)			12.45
10/31/2014			13.77			0.09			(0.54	)			(0.45	)			(0.18	)			13.14
10/31/2013			11.27			0.09			2.61				2.70				(0.20	)			13.77
10/31/2012			11.08			0.21			0.12				0.33				(0.14	)			11.27
10/31/2011			11.93			0.12			(0.92	)			(0.80	)			(0.05	)			11.08
Class F
10/31/2015			13.26			0.24			(0.77	)			(0.53	)			(0.18	)			12.55
10/31/2014			13.89			0.18			(0.51	)			(0.33	)			(0.30	)			13.26
10/31/2013			11.36			0.18			2.64				2.82				(0.29	)			13.89
10/31/2012			11.20			0.30			0.12				0.42				(0.26	)			11.36
10/31/2011			12.08			0.24			(0.95	)			(0.71	)			(0.17	)			11.20
Class I
10/31/2015			13.44			0.25			(0.76	)			(0.51	)			(0.20	)			12.73
10/31/2014			14.07			0.21			(0.53	)			(0.32	)			(0.31	)			13.44
10/31/2013			11.51			0.22			2.64				2.86				(0.30	)			14.07
10/31/2012			11.34			0.27			0.17				0.44				(0.27	)			11.51
10/31/2011			12.21			0.25			(0.95	)			(0.70	)			(0.17	)			11.34
Class P
10/31/2015			13.31			0.17			(0.75	)			(0.58	)			(0.10	)			12.63
10/31/2014			13.94			0.17			(0.55	)			(0.38	)			(0.25	)			13.31
10/31/2013			11.39			0.16			2.63				2.79				(0.24	)			13.94
10/31/2012			11.17			0.27			0.12				0.39				(0.17	)			11.39
10/31/2011			12.04			0.10			(0.84	)			(0.74	)			(0.13	)			11.17

^(a)

Calculated using average shares outstanding during the period.

^(b)

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

191

INTERNATIONAL CORE EQUITY FUND

Financial Highlights (continued)



				Ratios to Average Net Assets:						Supplemental Data:
	Total return ^(b) (%)			Total expenses, after waivers and/or reimbursements (%)		Total expenses (%)		Net investment income (%)		Net assets, end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		(4.16	)		1.12		1.33		1.56		$	341,437		62.15
10/31/2014		(2.67	)		1.12		1.36		1.25			368,087		64.06
10/31/2013		24.99			1.12		1.38		1.41			437,271		80.77
10/31/2012		3.81			1.12		1.47		2.53			383,244		81.50
10/31/2011		(6.16	)		1.12		1.42		1.64			439,938		83.78
Class B
10/31/2015		(4.86	)		1.83		2.04		0.81			6,207		62.15
10/31/2014		(3.33	)		1.77		2.01		0.56			11,126		64.06
10/31/2013		24.18			1.77		2.03		0.73			17,239		80.77
10/31/2012		3.13			1.77		2.12		1.91			20,125		81.50
10/31/2011		(6.75	)		1.77		2.06		0.96			27,896		83.78
Class C
10/31/2015		(4.86	)		1.81		2.02		0.86			42,057		62.15
10/31/2014		(3.31	)		1.75		1.99		0.65			49,491		64.06
10/31/2013		24.26			1.75		2.01		0.77			57,779		80.77
10/31/2012		3.11			1.75		2.10		1.91			54,056		81.50
10/31/2011		(6.73	)		1.74		2.03		1.01			68,316		83.78
Class F
10/31/2015		(3.99	)		0.87		1.14		1.85			63,830		62.15
10/31/2014		(2.46	)		0.87		1.11		1.29			78,364		64.06
10/31/2013		25.35			0.87		1.13		1.42			142,063		80.77
10/31/2012		4.02			0.87		1.22		2.71			151,246		81.50
10/31/2011		(5.98	)		0.87		1.18		1.98			80,747		83.78
Class I
10/31/2015		(3.83	)		0.77		1.04		1.92			61,077		62.15
10/31/2014		(2.34	)		0.77		1.01		1.50			95,958		64.06
10/31/2013		25.37			0.77		1.03		1.77			155,754		80.77
10/31/2012		4.15			0.77		1.12		2.48			107,076		81.50
10/31/2011		(5.78	)		0.77		1.07		2.06			222,808		83.78
Class P
10/31/2015		(4.38	)		1.28		1.49		1.32			110		62.15
10/31/2014		(2.77	)		1.22		1.46		1.20			150		64.06
10/31/2013		24.91			1.22		1.48		1.30			278		80.77
10/31/2012		3.63			1.22		1.58		2.45			282		81.50
10/31/2011		(6.23	)		1.22		1.51		0.83			470		83.78

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

192

INTERNATIONAL CORE EQUITY FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:											Distributions to shareholders from:				Net asset value, end of period
				Net investment income ^(a)			Net realized and unrealized gain (loss)				Total from investment operations				Net investment income

Class R2
10/31/2015		$	13.29		$	0.17		$	(0.76	)		$	(0.59	)		$	(0.12	)		$	12.58
10/31/2014			13.92			0.15			(0.55	)			(0.40	)			(0.23	)			13.29
10/31/2013			11.41			0.15			2.61				2.76				(0.25	)			13.92
10/31/2012			11.24			0.23			0.14				0.37				(0.20	)			11.41
10/31/2011			12.14			0.18			(0.95	)			(0.77	)			(0.13	)			11.24
Class R3
10/31/2015			13.14			0.17			(0.74	)			(0.57	)			(0.13	)			12.44
10/31/2014			13.77			0.16			(0.55	)			(0.39	)			(0.24	)			13.14
10/31/2013			11.28			0.16			2.59				2.75				(0.26	)			13.77
10/31/2012			11.11			0.26			0.12				0.38				(0.21	)			11.28
10/31/2011			12.00			0.19			(0.94	)			(0.75	)			(0.14	)			11.11
Class R4
6/30/2015 to 10/31/2015 ^(c)			13.06			0.04			(0.47	)			(0.43	)			–				12.63
Class R5
6/30/2015 to 10/31/2015 ^(c)			13.15			0.05			(0.47	)			(0.42	)			–				12.73
Class R6
6/30/2015 to 10/31/2015 ^(c)			13.15			0.06			(0.47	)			(0.41	)			–				12.74

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Commenced on June 30, 2015.

^(d)

Not annualized.

^(e)

Annualized.

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

193

INTERNATIONAL CORE EQUITY FUND

Financial Highlights (concluded)



				Ratios to Average Net Assets:									Supplemental Data:
	Total return ^(b) (%)			Total expenses, after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (%)			Net assets, end of period (000)			Portfolio turnover rate (%)

Class R2
10/31/2015		(4.48	)		1.43			1.64			1.31			$	658		62.15
10/31/2014		(2.89	)		1.37			1.61			1.07				1,011		64.06
10/31/2013		24.65			1.37			1.63			1.20				868		80.77
10/31/2012		3.51			1.37			1.72			2.13				568		81.50
10/31/2011		(6.38	)		1.37			1.67			1.46				651		83.78
Class R3
10/31/2015		(4.35	)		1.33			1.53			1.35				18,466		62.15
10/31/2014		(2.85	)		1.26			1.50			1.15				20,156		64.06
10/31/2013		24.80			1.26			1.52			1.27				19,739		80.77
10/31/2012		3.68			1.26			1.61			2.36				17,275		81.50
10/31/2011		(6.35	)		1.26			1.57			1.54				12,725		83.78
Class R4
6/30/2015 to 10/31/2015 ^(c)		(3.29	) ^(d)		1.12	^(e)		1.25	^(e)		0.89	^(e)			10		62.15
Class R5
6/30/2015 to 10/31/2015 ^(c)		(3.19	) ^(d)		0.87	^(e)		1.00	^(e)		1.14	^(e)			10		62.15
Class R6
6/30/2015 to 10/31/2015 ^(c)		(3.12	) ^(d)		0.70	^(e)		0.84	^(e)		1.31	^(e)			10		62.15

PROSPECTUS – INTERNATIONAL CORE EQUITY FUND

194

INTERNATIONAL DIVIDEND INCOME FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:											Distributions to shareholders from:
	Net asset value, beginning of period			Net investment income ^(a)			Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	8.75		$	0.25		$	(1.22	)		$	(0.97	)		$	(0.24	)		$	(0.49	)		$	(0.73	)
10/31/2014			9.11			0.36			(0.31	)			0.05				(0.41	)			–				(0.41	)
10/31/2013			7.80			0.33			1.31				1.64				(0.33	)			–				(0.33	)
10/31/2012			7.88			0.35			(0.08	)			0.27				(0.35	)			–				(0.35	)
10/31/2011			8.64			0.42			(0.78	)			(0.36	)			(0.40	)			–				(0.40	)
Class C
10/31/2015			8.68			0.19			(1.20	)			(1.01	)			(0.19	)			(0.49	)			(0.68	)
10/31/2014			9.04			0.31			(0.31	)			–				(0.36	)			–				(0.36	)
10/31/2013			7.75			0.28			1.29				1.57				(0.28	)			–				(0.28	)
10/31/2012			7.84			0.29			(0.07	)			0.22				(0.31	)			–				(0.31	)
10/31/2011			8.60			0.36			(0.77	)			(0.41	)			(0.35	)			–				(0.35	)
Class F
10/31/2015			8.77			0.27			(1.23	)			(0.96	)			(0.26	)			(0.49	)			(0.75	)
10/31/2014			9.12			0.39			(0.30	)			0.09				(0.44	)			–				(0.44	)
10/31/2013			7.81			0.36			1.30				1.66				(0.35	)			–				(0.35	)
10/31/2012			7.89			0.37			(0.08	)			0.29				(0.37	)			–				(0.37	)
10/31/2011			8.65			0.45			(0.79	)			(0.34	)			(0.42	)			–				(0.42	)
Class I
10/31/2015			8.79			0.27			(1.22	)			(0.95	)			(0.27	)			(0.49	)			(0.76	)
10/31/2014			9.14			0.42			(0.32	)			0.10				(0.45	)			–				(0.45	)
10/31/2013			7.83			0.36			1.31				1.67				(0.36	)			–				(0.36	)
10/31/2012			7.91			0.38			(0.09	)			0.29				(0.37	)			–				(0.37	)
10/31/2011			8.66			0.43			(0.75	)			(0.32	)			(0.43	)			–				(0.43	)
Class R2
10/31/2015			8.92			0.22			(1.24	)			(1.02	)			(0.22	)			(0.49	)			(0.71	)
10/31/2014			9.27			0.36			(0.32	)			0.04				(0.39	)			–				(0.39	)
10/31/2013			7.94			0.32			1.32				1.64				(0.31	)			–				(0.31	)
10/31/2012			8.03			0.33			(0.08	)			0.25				(0.34	)			–				(0.34	)
10/31/2011			8.76			0.45			(0.79	)			(0.34	)			(0.39	)			–				(0.39	)

^(a)

Calculated using average shares outstanding during the period.

^(b)

Total return for classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions.

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

195

INTERNATIONAL DIVIDEND INCOME FUND

Financial Highlights (continued)



							Ratios to Average Net Assets:						Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses after waivers and/or reimbursements (%)		Total expenses (%)		Net investment income (%)		Net assets end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	7.05		(11.74	)		1.12		1.19		3.14		$	710,835		76.52
10/31/2014			8.75		0.47			1.12		1.24		3.99			1,000,763		72.26
10/31/2013			9.11		21.54			1.12		1.27		3.94			954,305		78.39
10/31/2012			7.80		3.60			1.12		1.36		4.59			618,824		84.81
10/31/2011			7.88		(4.42	)		1.12		1.43		4.96			278,975		100.16
Class C
10/31/2015			6.99		(12.49	)		1.84		1.90		2.40			142,492		76.52
10/31/2014			8.68		(0.14	)		1.77		1.89		3.42			191,120		72.26
10/31/2013			9.04		20.70			1.77		1.92		3.33			143,807		78.39
10/31/2012			7.75		2.95			1.76		2.01		3.88			74,664		84.81
10/31/2011			7.84		(5.03	)		1.76		2.07		4.29			22,329		100.16
Class F
10/31/2015			7.06		(11.65	)		0.90		1.00		3.38			210,696		76.52
10/31/2014			8.77		0.83			0.87		0.99		4.24			322,648		72.26
10/31/2013			9.12		21.80			0.87		1.02		4.23			228,586		78.39
10/31/2012			7.81		3.83			0.87		1.11		4.79			128,360		84.81
10/31/2011			7.89		(4.18	)		0.87		1.18		5.27			26,892		100.16
Class I
10/31/2015			7.08		(11.52	)		0.80		0.91		3.50			1,080,845		76.52
10/31/2014			8.79		0.93			0.77		0.89		4.53			963,200		72.26
10/31/2013			9.14		21.86			0.77		0.92		4.28			1,005,558		78.39
10/31/2012			7.83		3.91			0.77		1.01		5.00			893,066		84.81
10/31/2011			7.91		(3.97	)		0.77		1.09		5.06			559,879		100.16
Class R2
10/31/2015			7.19		(12.13	)		1.44		1.51		2.80			1,029		76.52
10/31/2014			8.92		0.33			1.37		1.49		3.86			1,298		72.26
10/31/2013			9.27		21.13			1.37		1.52		3.73			860		78.39
10/31/2012			7.94		3.32			1.34		1.60		4.24			464		84.81
10/31/2011			8.03		(4.15	)		0.91		1.22		5.15			16		100.16

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

196

INTERNATIONAL DIVIDEND INCOME FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:											Distributions to shareholders from:
	Net asset value, beginning of period			Net investment income ^(a)			Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class R3
10/31/2015		$	8.83		$	0.23		$	(1.23	)		$	(1.00	)		$	(0.23	)		$	(0.49	)		$	(0.72	)
10/31/2014			9.18			0.37			(0.32	)			0.05				(0.40	)			–				(0.40	)
10/31/2013			7.86			0.35			1.29				1.64				(0.32	)			–				(0.32	)
10/31/2012			7.94			0.37			(0.12	)			0.25				(0.33	)			–				(0.33	)
10/31/2011			8.71			0.41			(0.79	)			(0.38	)			(0.39	)			–				(0.39	)
Class R4
6/30/2015 to 10/31/2015 ^(c)			7.75			0.05			(0.72	)			(0.67	)			(0.03	)			–				(0.03	)
Class R5
6/30/2015 to 10/31/2015 ^(c)			7.78			0.06			(0.72	)			(0.66	)			(0.04	)			–				(0.04	)
Class R6
6/30/2015 to 10/31/2015 ^(c)			7.78			0.06			(0.72	)			(0.66	)			(0.04	)			–				(0.04	)

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Not annualized.

^(d)

Annualized.

^(e)

Commenced on June 30, 2015.

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

197

INTERNATIONAL DIVIDEND INCOME FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:									Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses after waivers and/or reimbursements (%)			Total expenses (%)			Net investment income (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class R3
10/31/2015		$	7.11		(12.03	)		1.34			1.40			2.93			$	12,680		76.52
10/31/2014			8.83		0.41			1.27			1.39			4.03				11,273		72.26
10/31/2013			9.18		21.30			1.27			1.42			4.11				5,200		78.39
10/31/2012			7.86		3.39			1.27			1.50			4.80				33,065		84.81
10/31/2011			7.94		(4.61	)		1.26			1.59			4.80				331		100.16
Class R4
6/30/2015 to 10/31/2015 ^(c)			7.05		(8.56	) ^(d)		1.12	^(e)		1.15	^(e)		2.02	^(e)			9		76.52
Class R5
6/30/2015 to 10/31/2015 ^(c)			7.08		(8.46	) ^(d)		0.87	^(e)		0.90	^(e)		2.28	^(e)			9		76.52
Class R6
6/30/2015 to 10/31/2015 ^(c)			7.08		(8.46	) ^(d)		0.80	^(e)		0.80	^(e)		2.34	^(e)			9		76.52

PROSPECTUS – INTERNATIONAL DIVIDEND INCOME FUND

198

INTERNATIONAL OPPORTUNITIES FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
	Net asset value, beginning of period			Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	16.22		$	0.09			$	1.36			$	1.45			$	(0.18	)		$	(0.48	)		$	(0.66	)
10/31/2014			16.83			0.11				(0.51	)			(0.40	)			(0.21	)			–				(0.21	)
10/31/2013			13.17			0.10				3.82				3.92				(0.26	)			–				(0.26	)
10/31/2012			12.00			0.15				1.10				1.25				(0.08	)			–				(0.08	)
10/31/2011			12.87			0.10				(0.92	)			(0.82	)			(0.05	)			–				(0.05	)
Class B
10/31/2015			15.37			(0.04	)			1.30				1.26				(0.04	)			(0.48	)			(0.52	)
10/31/2014			15.96			(0.03	)			(0.46	)			(0.49	)			(0.10	)			–				(0.10	)
10/31/2013			12.49			–	^(c)			3.63				3.63				(0.16	)			–				(0.16	)
10/31/2012			11.36			0.06				1.07				1.13				–				–				–
10/31/2011			12.21			0.02				(0.87	)			(0.85	)			–				–				–
Class C
10/31/2015			15.23			(0.04	)			1.29				1.25				(0.08	)			(0.48	)			(0.56	)
10/31/2014			15.84			(0.02	)			(0.46	)			(0.48	)			(0.13	)			–				(0.13	)
10/31/2013			12.41			–	^(c)			3.61				3.61				(0.18	)			–				(0.18	)
10/31/2012			11.29			0.07				1.06				1.13				(0.01	)			–				(0.01	)
10/31/2011			12.14			0.02				(0.87	)			(0.85	)			–				–				–
Class F
10/31/2015			16.11			0.10				1.37				1.47				(0.22	)			(0.48	)			(0.70	)
10/31/2014			16.73			0.14				(0.50	)			(0.36	)			(0.26	)			–				(0.26	)
10/31/2013			13.09			0.17				3.76				3.93				(0.29	)			–				(0.29	)
10/31/2012			11.94			0.18				1.09				1.27				(0.12	)			–				(0.12	)
10/31/2011			12.81			0.13				(0.91	)			(0.78	)			(0.09	)			–				(0.09	)
Class I
10/31/2015			16.63			0.13				1.39				1.52				(0.23	)			(0.48	)			(0.71	)
10/31/2014			17.25			0.15				(0.51	)			(0.36	)			(0.26	)			–				(0.26	)
10/31/2013			13.49			0.15				3.91				4.06				(0.30	)			–				(0.30	)
10/31/2012			12.30			0.19				1.13				1.32				(0.13	)			–				(0.13	)
10/31/2011			13.18			0.16				(0.95	)			(0.79	)			(0.09	)			–				(0.09	)
Class P
10/31/2015			16.46			0.05				1.40				1.45				(0.16	)			(0.48	)			(0.64	)
10/31/2014			17.08			0.07				(0.51	)			(0.44	)			(0.18	)			–				(0.18	)
10/31/2013			13.36			0.09				3.88				3.97				(0.25	)			–				(0.25	)
10/31/2012			12.17			0.14				1.12				1.26				(0.07	)			–				(0.07	)
10/31/2011			13.06			0.09				(0.94	)			(0.85	)			(0.04	)			–				(0.04	)

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Amount less than $0.01.

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

199

INTERNATIONAL OPPORTUNITIES FUND

Financial Highlights (continued)



							Ratios to Average Net Assets:					Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses (%)		Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	17.01		9.36			1.33		0.51			$	160,628		81.57
10/31/2014			16.22		(2.39	)		1.35		0.66				117,037		80.08
10/31/2013			16.83		30.26			1.47		0.66				99,530		99.98
10/31/2012			13.17		10.59			1.52		1.20				76,139		91.18
10/31/2011			12.00		(6.39	)		1.49		0.79				83,729		103.98
Class B
10/31/2015			16.11		8.51			2.07		(0.24	)			2,702		81.57
10/31/2014			15.37		(3.09	)		2.07		(0.16	)			3,999		80.08
10/31/2013			15.96		29.39			2.12		(0.03	)			6,357		99.98
10/31/2012			12.49		9.95			2.16		0.52				6,854		91.18
10/31/2011			11.36		(6.96	)		2.13		0.12				9,439		103.98
Class C
10/31/2015			15.92		8.58			2.06		(0.23	)			31,273		81.57
10/31/2014			15.23		(3.12	)		2.06		(0.10	)			21,868		80.08
10/31/2013			15.84		29.43			2.10		0.03				18,138		99.98
10/31/2012			12.41		10.00			2.14		0.59				13,953		91.18
10/31/2011			11.29		(7.00	)		2.10		0.17				15,603		103.98
Class F
10/31/2015			16.88		9.52			1.18		0.61				118,963		81.57
10/31/2014			16.11		(2.21	)		1.18		0.80				44,607		80.08
10/31/2013			16.73		30.63			1.22		1.13				18,046		99.98
10/31/2012			13.09		10.83			1.27		1.47				944		91.18
10/31/2011			11.94		(6.16	)		1.24		1.00				934		103.98
Class I
10/31/2015			17.44		9.59			1.08		0.77				296,965		81.57
10/31/2014			16.63		(2.10	)		1.08		0.87				274,583		80.08
10/31/2013			17.25		30.74			1.12		0.99				259,952		99.98
10/31/2012			13.49		10.96			1.17		1.54				195,785		91.18
10/31/2011			12.30		(6.01	)		1.14		1.17				213,865		103.98
Class P
10/31/2015			17.27		9.15			1.53		0.29				595		81.57
10/31/2014			16.46		(2.60	)		1.53		0.38				872		80.08
10/31/2013			17.08		30.19			1.57		0.57				1,096		99.98
10/31/2012			13.36		10.49			1.62		1.14				929		91.18
10/31/2011			12.17		(6.51	)		1.59		0.69				820		103.98

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

200

INTERNATIONAL OPPORTUNITIES FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class R2
10/31/2015		$	16.05		$	0.02			$	1.35			$	1.37			$	(0.13	)		$	(0.48	)		$	(0.61	)
10/31/2014			16.69			0.04				(0.48	)			(0.44	)			(0.20	)			–				(0.20	)
10/31/2013			13.07			0.06				3.79				3.85				(0.23	)			–				(0.23	)
10/31/2012			11.90			0.11				1.11				1.22				(0.05	)			–				(0.05	)
10/31/2011			12.77			0.07				(0.92	)			(0.85	)			(0.02	)			–				(0.02	)
Class R3
10/31/2015			15.97			0.05				1.34				1.39				(0.15	)			(0.48	)			(0.63	)
10/31/2014			16.57			0.07				(0.49	)			(0.42	)			(0.18	)			–				(0.18	)
10/31/2013			12.98			0.06				3.78				3.84				(0.25	)			–				(0.25	)
10/31/2012			11.84			0.13				1.09				1.22				(0.08	)			–				(0.08	)
10/31/2011			12.72			0.10				(0.92	)			(0.82	)			(0.06	)			–				(0.06	)
Class R4
6/30/2015 to 10/31/2015 ^(d)			17.49			–	^(c)			(0.48	) ^(e)			(0.48	)			–				–				–
Class R5
6/30/2015 to 10/31/2015 ^(d)			17.92			0.02				(0.50	) ^(e)			(0.48	)			–				–				–
Class R6
6/30/2015 to 10/31/2015 ^(d)			17.92			0.03				(0.50	) ^(e)			(0.47	)			–				–				–

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Amount less than $0.01.

^(d)

Commenced on June 30, 2015.

^(e)

^(f)

Not annualized.

^(g)

Annualized.

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

201

INTERNATIONAL OPPORTUNITIES FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:						Supplemental Data:
	Net asset value, end of period			Total return ^(b) (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets end of period (000)			Portfolio turnover rate (%)

Class R2
10/31/2015		$	16.81		8.92			1.68			0.15			$	935		81.57
10/31/2014			16.05		(2.69	)		1.68			0.26				198		80.08
10/31/2013			16.69		29.97			1.72			0.40				201		99.98
10/31/2012			13.07		10.35			1.76			0.90				91		91.18
10/31/2011			11.90		(6.68	)		1.74			0.56				95		103.98
Class R3
10/31/2015			16.73		9.11			1.56			0.29				9,161		81.57
10/31/2014			15.97		(2.63	)		1.56			0.39				6,000		80.08
10/31/2013			16.57		30.14			1.62			0.45				6,133		99.98
10/31/2012			12.98		10.49			1.65			1.11				6,212		91.18
10/31/2011			11.84		(6.51	)		1.60			0.74				5,097		103.98
Class R4
6/30/2015 to 10/31/2015 ^(d)			17.01		(2.74	) ^(f)		1.35	^(g)		0.03	^(g)			10		81.57
Class R5
6/30/2015 to 10/31/2015 ^(d)			17.44		(2.68	) ^(f)		1.10	^(g)		0.28	^(g)			10		81.57
Class R6
6/30/2015 to 10/31/2015 ^(d)			17.45		(2.62	) ^(f)		0.93	^(g)		0.48	^(g)			13		81.57

PROSPECTUS – INTERNATIONAL OPPORTUNITIES FUND

202

MICRO CAP GROWTH FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of year			Investment operations:										Distributions to shareholders from:				Net asset value, end of year
				Net investment loss ^(a)				Net realized and unrealized gain			Total from investment operations			Net realized gain

Class A
10/31/2015		$	18.56		$	(0.30	)		$	0.42		$	0.12		$	(2.35	)		$	16.33
10/31/2014			22.57			(0.28	)			2.27			1.99			(6.00	)			18.56
10/31/2013			14.03			(0.29	)			8.94			8.65			(0.11	)			22.57
10/31/2012			15.98			(0.28	)			0.79			0.51			(2.46	)			14.03
10/31/2011			15.47			(0.33	)			0.84			0.51			–				15.98
Class I
10/31/2015			19.67			(0.32	)			0.45			0.13			(2.35	)			17.45
10/31/2014			23.57			(0.29	)			2.39			2.10			(6.00	)			19.67
10/31/2013			14.64			(0.29	)			9.33			9.04			(0.11	)			23.57
10/31/2012			16.52			(0.25	)			0.83			0.58			(2.46	)			14.64
10/31/2011			15.96			(0.30	)			0.86			0.56			–				16.52

^(a)

Calculated using average shares outstanding during the year.

^(b)

Total return for class A does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for class I assumes the reinvestment of all distributions.

PROSPECTUS – MICRO CAP GROWTH FUND

203

MICRO CAP GROWTH FUND

Financial Highlights (concluded)



			Ratios to Average Net Assets:					Supplemental Data:
	Total return ^(b) (%)		Total expenses (%)		Net investment loss (%)			Net assets, end of year (000)			Portfolio turnover rate (%)

Class A
10/31/2015		0.65		1.80		(1.64	)		$	13,280		202.96
10/31/2014		10.57		1.78		(1.50	)			12,881		208.12
10/31/2013		62.14		1.85		(1.64	)			11,220		197.69
10/31/2012		4.86		2.09		(1.92	)			11,484		119.77
10/31/2011		3.30		2.07		(1.98	)			15,271		120.62
Class I
10/31/2015		0.71		1.80		(1.63	)			136,136		202.96
10/31/2014		10.58		1.78		(1.50	)			156,657		208.12
10/31/2013		62.22		1.81		(1.60	)			140,967		197.69
10/31/2012		5.10		1.84		(1.68	)			89,897		119.77
10/31/2011		3.57		1.82		(1.73	)			93,934		120.62

PROSPECTUS – MICRO CAP GROWTH FUND

204

MICRO CAP VALUE FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of year			Investment operations:												Distributions to shareholders from:
				Net investment income loss ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net investment income				Net realized gain				Total distributions

Class A
10/31/2015		$	34.19		$	(0.26	)		$	1.00			$	0.74			$	–			$	(3.59	)		$	(3.59	)
10/31/2014			34.74			(0.23	)			3.84				3.61				–				(4.16	)			(4.16	)
10/31/2013			26.52			(0.10	)			8.32				8.22				–				–				–
10/31/2012			22.88			(0.08	)			3.72				3.64				–				–				–
10/31/2011			23.33			(0.29	)			(0.16	)			(0.45	)			–				–				–
Class I
10/31/2015			35.34			(0.27	)			1.04				0.77				–				(3.59	)			(3.59	)
10/31/2014			35.77			(0.26	)			3.99				3.73				–				(4.16	)			(4.16	)
10/31/2013			27.32			(0.09	)			8.56				8.47				(0.02	)			–				(.02	)
10/31/2012			23.50			(0.02	)			3.84				3.82				–				–				–
10/31/2011			23.91			(0.24	)			(0.17	)			(0.41	)			–				–				–

^(a)

Calculated using average shares outstanding during the year.

^(b)

Total return for class A does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for class I assumes the reinvestment of all distributions.

PROSPECTUS – MICRO CAP VALUE FUND

205

MICRO CAP VALUE FUND

Financial Highlights (concluded)



							Ratios to Average Net Assets:					Supplemental Data:
	Net asset value, end of year			Total return ^(b) (%)			Total expenses (%)		Net investment loss (%)			Net assets end of year (000)			Portfolio turnover rate (%)

Class A
10/31/2015		$	31.34		2.79			1.79		(0.86	)		$	17,198		70.40
10/31/2014			34.19		11.16			1.76		(0.68	)			20,028		59.95
10/31/2013			34.74		31.00			1.82		(0.34	)			32,010		73.58
10/31/2012			26.52		15.91			2.05		(0.32	)			30,512		34.25
10/31/2011			22.88		(1.93	)		2.04		(1.17	)			26,239		56.97
Class I
10/31/2015			32.52		2.81			1.79		(0.86	)			153,050		70.40
10/31/2014			35.34		11.18			1.77		(0.74	)			146,813		59.95
10/31/2013			35.77		31.02			1.78		(0.29	)			128,093		73.58
10/31/2012			27.32		16.21			1.80		(0.09	)			96,962		34.25
10/31/2011			23.50		(1.67	)		1.79		(0.92	)			94,796		56.97

PROSPECTUS – MICRO CAP VALUE FUND

206

VALUE OPPORTUNITIES FUND

Financial Highlights



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:										Distributions to shareholders from:				Net asset value, end of period
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)			Total from investment operations			Net realized gain

Class A
10/31/2015		$	21.67		$	(0.01	)		$	0.77		$	0.76		$	(2.87	)		$	19.56
10/31/2014			21.44			(0.03	)			2.16			2.13			(1.90	)			21.67
10/31/2013			15.99			–	^(c)			5.45			5.45			–				21.44
10/31/2012			15.16			(0.03	)			0.92			0.89			(0.06	)			15.99
10/31/2011			14.45			(0.05	)			0.83			0.78			(0.07	)			15.16
Class B
10/31/2015			20.41			(0.15	)			0.73			0.58			(2.87	)			18.12
10/31/2014			20.42			(0.16	)			2.05			1.89			(1.90	)			20.41
10/31/2013			15.32			(0.12	)			5.22			5.10			–				20.42
10/31/2012			14.63			(0.12	)			0.87			0.75			(0.06	)			15.32
10/31/2011			14.03			(0.14	)			0.81			0.67			(0.07	)			14.63
Class C
10/31/2015			20.41			(0.15	)			0.72			0.57			(2.87	)			18.11
10/31/2014			20.42			(0.16	)			2.05			1.89			(1.90	)			20.41
10/31/2013			15.32			(0.12	)			5.22			5.10			–				20.42
10/31/2012			14.62			(0.13	)			0.89			0.76			(0.06	)			15.32
10/31/2011			14.03			(0.14	)			0.80			0.66			(0.07	)			14.62
Class F
10/31/2015			21.92			0.02				0.78			0.80			(2.87	)			19.85
10/31/2014			21.62			0.02				2.18			2.20			(1.90	)			21.92
10/31/2013			16.07			0.05				5.50			5.55			–				21.62
10/31/2012			15.20			0.01				0.92			0.93			(0.06	)			16.07
10/31/2011			14.45			(0.01	)			0.83			0.82			(0.07	)			15.20
Class I
10/31/2015			22.20			0.04				0.79			0.83			(2.87	)			20.16
10/31/2014			21.85			0.05				2.20			2.25			(1.90	)			22.20
10/31/2013			16.23			0.06				5.56			5.62			–				21.85
10/31/2012			15.34			0.02				0.93			0.95			(0.06	)			16.23
10/31/2011			14.57			0.01				0.83			0.84			(0.07	)			15.34

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Amount less than $0.01.

^(d)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Small Cap Blend Fund on July 19, 2013.

PROSPECTUS – VALUE OPPORTUNITIES FUND

207

VALUE OPPORTUNITIES FUND

Financial Highlights (continued)



			Ratios to Average Net Assets:					Supplemental Data:
	Total return ^(b) (%)		Total expenses (%)		Net investment income (loss) (%)			Net assets, end of period (000)			Portfolio turnover rate (%)

Class A
10/31/2015		3.67		1.17		(0.05	)		$	1,026,959		46.88
10/31/2014		10.72		1.26		(0.13	)			1,316,790		53.81
10/31/2013		34.08		1.28		(0.01	)			1,372,436		69.49	^(d)
10/31/2012		5.89		1.31		(0.19	)			870,567		58.84
10/31/2011		5.45		1.31		(0.29	)			883,444		56.87
Class B
10/31/2015		2.93		1.92		(0.79	)			11,521		46.88
10/31/2014		10.02		1.91		(0.78	)			18,752		53.81
10/31/2013		33.29		1.93		(0.68	)			24,911		69.49	^(d)
10/31/2012		5.14		1.96		(0.83	)			13,315		58.84
10/31/2011		4.83		1.96		(0.91	)			15,700		56.87
Class C
10/31/2015		2.87		1.92		(0.80	)			356,709		46.88
10/31/2014		10.02		1.91		(0.79	)			404,787		53.81
10/31/2013		33.29		1.93		(0.66	)			400,420		69.49	^(d)
10/31/2012		5.21		1.96		(0.83	)			248,357		58.84
10/31/2011		4.76		1.96		(0.95	)			263,798		56.87
Class F
10/31/2015		3.84		1.02		0.09				557,742		46.88
10/31/2014		10.97		1.02		0.11				550,524		53.81
10/31/2013		34.54		1.03		0.26				456,370		69.49	^(d)
10/31/2012		6.13		1.06		0.06				369,321		58.84
10/31/2011		5.73		1.07		(0.06	)			385,086		56.87
Class I
10/31/2015		3.94		0.92		0.20				557,008		46.88
10/31/2014		11.10		0.92		0.21				647,442		53.81
10/31/2013		34.63		0.93		0.33				675,593		69.49	^(d)
10/31/2012		6.21		0.97		0.15				411,546		58.84
10/31/2011		5.82		0.97		0.06				291,056		56.87

PROSPECTUS – VALUE OPPORTUNITIES FUND

208

VALUE OPPORTUNITIES FUND

Financial Highlights (continued)



				Per Share Operating Performance:
	Net asset value, beginning of period			Investment operations:												Distributions to shareholders from:				Net asset value, end of period
				Net investment income (loss) ^(a)				Net realized and unrealized gain (loss)				Total from investment operations				Net realized gain

Class P
10/31/2015		$	21.51		$	(0.05	)		$	0.77			$	0.72			$	(2.87	)		$	19.36
10/31/2014			21.32			(0.05	)			2.14				2.09				(1.90	)			21.51
10/31/2013			15.90			(0.07	)			5.49				5.42				–				21.32
10/31/2012			15.09			(0.04	)			0.91				0.87				(0.06	)			15.90
10/31/2011			14.40			(0.05	)			0.81				0.76				(0.07	)			15.09
Class R2
10/31/2015			21.27			(0.08	)			0.76				0.68				(2.87	)			19.08
10/31/2014			21.13			(0.08	)			2.12				2.04				(1.90	)			21.27
10/31/2013			15.79			(0.04	)			5.38				5.34				–				21.13
10/31/2012			15.01			(0.07	)			0.91				0.84				(0.06	)			15.79
10/31/2011			14.34			(0.09	)			0.83				0.74				(0.07	)			15.01
Class R3
10/31/2015			21.37			(0.06	)			0.76				0.70				(2.87	)			19.20
10/31/2014			21.20			(0.06	)			2.13				2.07				(1.90	)			21.37
10/31/2013			15.83			(0.03	)			5.40				5.37				–				21.20
10/31/2012			15.03			(0.05	)			0.91				0.86				(0.06	)			15.83
10/31/2011			14.34			(0.07	)			0.83				0.76				(0.07	)			15.03
Class R4
6/30/2015 to 10/31/2015 ^(e)			20.33			–	^(c)			(0.76	) ^(f)			(0.76	)			–				19.57
Class R5
6/30/2015 to 10/31/2015 ^(e)			20.93			0.01				(0.78	) ^(f)			(0.77	)			–				20.16
Class R6
6/30/2015 to 10/31/2015 ^(e)			20.93			0.02				(0.78	) ^(f)			(0.76	)			–				20.17

^(a)

Calculated using average shares outstanding during the period.

^(b)

^(c)

Amount less than $0.01.

^(d)

Excludes purchases and sales of securities in connection with the acquisition of Lord Abbett Small Cap Blend Fund on July 19, 2013.

^(e)

Commenced on June 30, 2015.

^(f)

^(g)

Not annualized.

^(h)

Annualized.

PROSPECTUS – VALUE OPPORTUNITIES FUND

209

VALUE OPPORTUNITIES FUND

Financial Highlights (concluded)



				Ratios to Average Net Assets:						Supplemental Data:
	Total return ^(b) (%)			Total expenses (%)			Net investment income (loss) (%)			Net assets, end of period (000)			Portfolio turnover rate (%)

Class P
10/31/2015		3.50			1.37			(0.25	)		$	42,225		46.88
10/31/2014		10.58			1.36			(0.23	)			49,179		53.81
10/31/2013		34.09			1.37			(0.34	)			54,081		69.49	^(d)
10/31/2012		5.78			1.41			(0.24	)			918		58.84
10/31/2011		5.33			1.41			(0.35	)			3,392		56.87
Class R2
10/31/2015		3.33			1.53			(0.40	)			7,120		46.88
10/31/2014		10.42			1.52			(0.38	)			10,364		53.81
10/31/2013		33.82			1.53			(0.24	)			13,922		69.49	^(d)
10/31/2012		5.61			1.56			(0.44	)			11,056		58.84
10/31/2011		5.21			1.57			(0.58	)			8,804		56.87
Class R3
10/31/2015		3.42			1.42			(0.30	)			114,489		46.88
10/31/2014		10.54			1.41			(0.29	)			133,353		53.81
10/31/2013		33.92			1.43			(0.17	)			130,597		69.49	^(d)
10/31/2012		5.74			1.46			(0.35	)			86,441		58.84
10/31/2011		5.35			1.47			(0.47	)			64,504		56.87
Class R4
6/30/2015 to 10/31/2015 ^(e)		(3.74	) ^(g)		1.15	^(h)		(0.07	) ^(h)			10		46.88
Class R5
6/30/2015 to 10/31/2015 ^(e)		(3.68	) ^(g)		0.89	^(h)		0.19	^(h)			10		46.88
Class R6
6/30/2015 to 10/31/2015 ^(e)		(3.63	) ^(g)		0.82	^(h)		0.28	^(h)			29,039		46.88

PROSPECTUS – VALUE OPPORTUNITIES FUND

210

APPENDIX A: UNDERLYING FUNDS OF ALPHA STRATEGY FUND

The underlying funds have their own investment objectives and policies. The underlying funds currently consist of:

U.S. Equity Funds

	•		Lord Abbett Calibrated Mid Cap Value Fund (“Calibrated Mid Cap Value Fund”)
	•		Lord Abbett Developing Growth Fund (“Developing Growth Fund”)
	•		Lord Abbett Growth Opportunities Fund (“Growth Opportunities Fund”)
	•		Lord Abbett Micro Cap Growth Fund (“Micro Cap Growth Fund”)
	•		Lord Abbett Micro Cap Value Fund (“Micro Cap Value Fund”)
	•		Lord Abbett Small Cap Value Fund (“Small Cap Value Fund”)
	•		Lord Abbett Value Opportunities Fund (“Value Opportunities Fund”)

Foreign Equity Fund

•

Lord Abbett International Opportunities Fund (“International Opportunities Fund”)

The Fund may, from time to time, make changes to the list of underlying funds in which it may invest without shareholder approval or notice.

The following is a concise description of the investment objectives, strategies, and techniques of each underlying fund in which the Fund currently may invest. No offer is made in this prospectus of the shares of the underlying funds. More information about each underlying fund is available in its prospectus. To obtain a prospectus for an underlying fund, please contact your investment professional or Lord Abbett Distributor LLC at 888-522-2388 or visit our website at www.lordabbett.com.

Calibrated Mid Cap Value Fund

Seeks total return by investing principally in mid-sized U.S. companies. Uses fundamental research and quantitative analysis to focus on undervalued mid-sized companies that have the potential for capital appreciation.

Developing Growth Fund

Seeks long-term growth by investing in U.S. small cap growth stocks. Focuses on well-run small companies that have above-average earnings growth and are gaining market share in their respective industries.

APPENDIX

A-1

Growth Opportunities Fund

Seeks long-term growth by investing in U.S. mid cap growth companies. Focuses on mid-sized companies with above-average earnings growth that are gaining market share.

International Opportunities Fund

Seeks a high level of total return by investing in small to medium sized foreign companies with improving fundamentals. Uses fundamental research and global sector research to identify potential investment opportunities.

Micro Cap Growth Fund

Seeks long-term capital appreciation by investing in stocks of micro-cap companies. Uses fundamental analysis to focus on micro-cap companies that appear to have the potential for more rapid growth than the overall economy.

Micro Cap Value Fund

Seeks long-term capital appreciation by investing in stocks of micro-cap companies. Uses fundamental analysis to focus on micro-cap company stocks trading at prices that do not reflect their potential worth and are therefore undervalued.

Small Cap Value Fund

Seeks long-term capital appreciation through investing in equity securities of U.S. small cap value companies. Focuses on undervalued small companies with attractive earnings prospects, proven operating experience, and seasoned management teams.

Value Opportunities Fund

Seeks long-term growth by investing in U.S. small cap and mid cap value companies that are believed to be undervalued.

APPENDIX

A-2


To Obtain Information: By telephone. For shareholder account inquiries and for literature requests call the Funds at: 888-522-2388. By mail. Write to the Funds at: The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973 Via the Internet. Lord, Abbett & Co. LLC www.lordabbett.com Text only versions of Fund documents can be viewed online or downloaded from the SEC: http://www.sec.gov. You can also obtain copies by visiting the SEC’s Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-1520 or by sending your request electronically to publicinfo@sec.gov.		ADDITIONAL INFORMATION More information on each Fund is available free upon request, including the following: ANNUAL/SEMIANNUAL REPORTS The Funds’ annual and semiannual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year. The reports are available free of charge at www.lordabbett.com, and through other means, as indicated on the left. STATEMENT OF ADDITIONAL INFORMATION (“SAI”) The SAI provides more details about the Funds and their policies. A current SAI is on file with the SEC and is incorporated by reference (is legally considered part of this prospectus). The SAI is available free of charge at www.lordabbett.com, and through other means, as indicated on the left.

Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund

Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC

LST-1
(03/16)

Investment Company Act File Number: 811-07538

LORD ABBETT


Statement of Additional Information	March 1, 2016

LORD ABBETT SECURITIES TRUST

Lord Abbett Alpha Strategy Fund				Lord Abbett Fundamental Equity Fund
class	ticker	class	ticker	class	ticker	class	ticker
A	ALFAX	R2	ALFQX	A	LDFVX	R2	LAVQX
B	ALFBX	R3	ALFRX	B	GILBX	R3	LAVRX
C	ALFCX	R4	ALFKX	C	GILAX	R4	LAVSX
F	ALFFX	R5	ALFTX	F	LAVFX	R5	LAVTX
I	ALFYX	R6	ALFVX	I	LAVYX	R6	LAVVX
P	N/A			P	LAVPX

Lord Abbett Growth Leaders Fund				Lord Abbett International Core Equity Fund
class	ticker	class	ticker	class	ticker	class	ticker
A	LGLAX	R2	LGLQX	A	LICAX	R2	LICQX
B	GLABX	R3	LGLRX	B	LICBX	R3	LICRX
C	LGLCX	R4	LGLSX	C	LICCX	R4	LICSX
F	LGLFX	R5	LGLUX	F	LICFX	R5	LICTX
I	LGLIX	R6	LGLVX	I	LICYX	R6	LICVX
				P	LICPX

Lord Abbett International Dividend Income Fund				Lord Abbett International Opportunities Fund
class	ticker	class	ticker	class	ticker	class	ticker
A	LIDAX	R2	LIDRX	A	LAIEX	R2	LINQX
B	N/A	R3	LIRRX	B	LINBX	R3	LINRX
C	LIDCX	R4	LIRSX	C	LINCX	R4	LINSX
F	LIDFX	R5	LIRTX	F	LINFX	R5	LINTX
I	LAIDX	R6	LIRVX	I	LINYX	R6	LINVX
				P	LINPX

Lord Abbett Micro Cap Growth Fund				Lord Abbett Micro Cap Value Fund
class	ticker	class	ticker	class	ticker	class	ticker
A	N/A	I	LMIYX	A	N/A	I	LMVYX

Lord Abbett Value Opportunities Fund
class	ticker	class	ticker
A	LVOAX	R2	LVOQX
B	LVOBX	R3	LVORX
C	LVOCX	R4	LVOSX
F	LVOFX	R5	LVOTX
I	LVOYX	R6	LVOVX
P	LVOPX

This statement of additional information (“SAI”) is not a prospectus. A prospectus may be obtained from your financial intermediary or from Lord Abbett Distributor LLC (“Lord Abbett Distributor”) at 90 Hudson Street, Jersey City, NJ 07302-3973. This SAI relates to, and should be read in conjunction with, the prospectus for Lord Abbett Securities Trust (the “Trust”) dated March 1, 2016. Certain capitalized terms used throughout this SAI are defined in the prospectus.

Each Fund’s audited financial statements are incorporated into this SAI by reference to the Funds’ 2015 annual report. The Funds’ annual and semiannual reports to shareholders are available without charge, upon request by calling 888-522-2388. In addition, you can make inquiries through your financial intermediary.

TABLE OF CONTENTS
		PAGE
1.	Fund History	1-1
2.	Investment Policies	2-1
3.	Management of the Fund	3-1
4.	Control Persons and Principal Holders of Securities	4-1
5.	Investment Advisory and Other Services	5-1
6.	Brokerage Allocations and Other Practices	6-1
7.	Classes of Shares	7-1
8.	Purchases, Redemptions, Pricing, and Payments to Dealers	8-1
9.	Taxation of the Fund	9-1
10.	Underwriter	10-1
11.	Financial Statements	11-1
Appendix A – Fund Portfolio Information Recipients		A-1
Appendix B – Proxy Voting Policies and Procedures		B-1

Fund History

The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Act”). The Trust is a Delaware statutory trust that was organized on February 26, 1993, with an unlimited amount of shares of beneficial interest authorized. The Trust has nine funds or series, each of which is a diversified fund under the Act. Lord Abbett Alpha Strategy Fund (“Alpha Strategy Fund”), Lord Abbett Fundamental Equity Fund (“Fundamental Equity Fund”), Lord Abbett Growth Leaders Fund (“Growth Leaders Fund”), Lord Abbett International Core Equity Fund (“International Core Equity Fund”), Lord Abbett International Dividend Income Fund (“International Dividend Income Fund”), Lord Abbett International Opportunities Fund (“International Opportunities Fund”), Lord Abbett Micro-Cap Growth Fund (“Micro Cap Growth Fund”), Lord Abbett Micro-Cap Value Fund (“Micro Cap Value Fund”), and Lord Abbett Value Opportunities Fund (“Value Opportunities Fund”) (each individually a “Fund” or, collectively, the “Funds). Each Fund except Growth Leaders Fund, International Dividend Income Fund, Micro Cap Growth Fund, and Micro Cap Value Fund has issued the eleven classes of shares described in this SAI (A, B, C, F, I, P, R2, R3, R4, R5, and R6). Growth Leaders Fund and International Dividend Income Fund have created ten of these classes of shares (A, B, C, F, I, R2, R3, R4, R5, and R6). Micro Cap Growth Fund and Micro Cap Value Fund have each issued two classes of these shares (A and I).

Micro Cap Growth Fund and Micro Cap Value Fund offer Class A shares only to: employees and partners of Lord, Abbett & Co. LLC (“Lord Abbett”); officers, directors or trustees of Lord Abbett Funds; the spouses and children under the age of 21 of such persons; retired persons who formerly held such positions; and trusts and foundations established by any of such persons. These are the only individuals who are eligible purchasers (as defined below) with respect to Class A shares of these Funds. Micro Cap Growth Fund and Micro Cap Value Fund offer Class I shares only to: the Lord Abbett 401(k) plan; or each registered investment company within the Lord Abbett Family of Funds that operates as a fund of funds; and institutional investors otherwise eligible to purchase Class I shares.

1- 1

Investment Policies

Fundamental Investment Restrictions. Each Fund’s investment objective cannot be changed without the approval of a “majority of the Fund’s outstanding shares.” ^(

1

) Each Fund also is subject to the following fundamental investment restrictions that cannot be changed without the approval of a majority of the Fund’s outstanding shares.

Each Fund may not:

(1)

borrow money, except that (i) it may borrow from banks (as defined in the Act) ^(

2

) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, (iv) it may purchase securities on margin to the extent permitted by applicable law, ^(

3

) and (v) it may borrow money from other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund; ^(

4

)

(2)

pledge its assets (other than to secure borrowings, or to the extent permitted by each Fund’s investment policies as permitted by applicable law); ^(

5

)

(3)

engage in the underwriting of securities, except pursuant to a merger or acquisition or to the extent that, in connection with the disposition of its portfolio securities, it may be deemed to be an underwriter under federal securities laws;

(4)

make loans to other persons, except that (i) the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and (ii) the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law, and (iii) the Fund may lend money to other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund; ⁽⁴⁾

(5)

buy or sell real estate (except that each Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein), or commodities or commodity contracts (except to the extent each Fund may do so in accordance with applicable law and without registering as a commodity pool operator under the Commodity Exchange Act as, for example, with futures contracts);

(6)

with respect to 75% of its gross assets, buy securities of one issuer representing more than (i) 5% of its gross assets, or (ii) 10% of the voting securities of such issuer; except, in either case, securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities (and, for Alpha Strategy Fund, securities of other investment companies);

(7)

invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding securities of the U.S. Government, its agencies and instrumentalities); or

(8)

issue senior securities to the extent such issuance would violate applicable law. ^(

6

)

⁽¹⁾ A “majority of a Fund’s outstanding shares” means the vote of the lesser of (1) 67% or more of the voting securities present at a shareholder meeting, provided that more than 50% of the outstanding voting securities of the Fund are present at the meeting or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund regardless of whether such shareholders are present at the meeting (or represented by proxy).

⁽²⁾ The term “bank” is defined in Section 2(a)(5) of the Act.

⁽³⁾ U.S. Securities and Exchange Commission (“SEC”) staff guidance currently prohibits a Fund from purchasing any security on margin, except such short-term credits as are necessary for the clearance of transactions.

⁽⁴⁾ As of the date of this SAI, the Lord Abbett Funds have not received exemptive relief permitting interfund borrowing and lending.

⁽⁵⁾ Current federal securities laws prohibit each Fund from pledging more than one-third of its total assets (taken at current value) to secure borrowings made in accordance with the investment restrictions above. For the purpose of this restriction the deposit of assets in a segregated account with a Fund’s custodian in connection with any of the Fund’s investment transactions is not considered to be a pledge of the Fund’s assets.

⁽⁶⁾ Current federal securities laws prohibit each Fund from issuing senior securities (which generally are defined as securities representing indebtedness), except that a Fund may borrow money from banks in amounts of up to 33 1/3% of its total assets (including the amount borrowed).

2- 1

Compliance with these fundamental investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the first fundamental investment restriction, with which the Funds must comply on a continuous basis.

Non-Fundamental Investment Restrictions . In addition to the investment objective of each Fund and the fundamental investment restrictions above that cannot be changed without shareholder approval, each Fund also is subject to the following non-fundamental investment restrictions that may be changed by the Trust’s Board of Trustees (the “Board”) without shareholder approval.

Each Fund may not:

(1)

make short sales of securities or maintain a short position except to the extent permitted by applicable law;

(2)

invest knowingly more than 15% of its net assets (at the time of investment) in illiquid securities, except for securities qualifying for resale under Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), determined by Lord Abbett to be liquid, subject to the oversight of the Board;

(3)

invest in securities issued by other investment companies except to the extent permitted by applicable law. Fundamental Equity Fund, Growth Leaders Fund, International Core Equity Fund, International Dividend Income Fund, International Opportunities Fund, Micro Cap Growth Fund, Micro Cap Value Fund, and Value Opportunities Fund may not, however, rely on Sections 12(d)(1)(F) and 12(d)(1)(G) of the Act;

(4)

write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in its prospectus and SAI, as they may be amended from time to time; or

(5)

buy from or sell to any of the Trust’s officers, trustees, employees, or its investment adviser or any of the adviser’s officers, partners or employees, any securities other than the Trust’s shares.

Each Fund other than Growth Leaders Fund may not:

(6)

invest in warrants if, at the time of the acquisition, its investment in warrants, valued at the lower of cost or market, would exceed 5% of a Fund’s total assets (included within such limitation, but not to exceed 2% of its total assets, are warrants that are not listed on the New York Stock Exchange (“NYSE”) or American Stock Exchange or a major foreign exchange); or

(7)

invest in real estate limited partnership interests or interests in oil, gas or other mineral leases, or exploration or other development programs, except that it may invest in securities issued by companies that engage in oil, gas or other mineral exploration or other development activities.

Compliance with these non-fundamental investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the second and sixth non-fundamental investment restrictions, with which the applicable Fund must comply at the time of purchase. No Fund will be required to sell illiquid securities if it exceeds the 15% limit due to market activity or the sale of liquid securities; however, in these situations the Funds will take appropriate measures to reduce the percentage of their assets invested in illiquid securities in an orderly fashion.

Portfolio Turnover Rate. For each of the fiscal years ended October 31, 2015 and 2014, the portfolio turnover rates for each Fund were as follows:

Fund	2015			2014
Alpha Strategy Fund		8.24	%		5.42	%
Fundamental Equity Fund		149.38	%		112.68	%
Growth Leaders Fund		270.68	%*		506.90	%
International Core Equity Fund		62.15	%		64.06	%
International Dividend Income Fund		76.52	%		72.26	%

^* During the fiscal year ended October 31, 2015, Growth Leaders Fund’s focus on mega cap companies within the Russell 1000 Growth Index, which had larger average sized positions, led to a decrease in the Fund’s portfolio turnover rate.

2- 2

Fund	2015			2014
International Opportunities Fund		81.57	%		80.08	%
Micro Cap Growth Fund		202.96	%		208.12	%
Micro Cap Value Fund		70.40	%		59.95	%
Value Opportunities Fund		46.88	%		53.81	%

Additional Information on Portfolio Risks, Investments, and Techniques. This section provides further information on certain types of investments and investment techniques that each Fund may use and some of the risks associated with some investments and techniques. The composition of a Fund’s portfolio and the investments and techniques that a Fund uses in seeking its investment objective and employing its investment strategies will vary over time. Each Fund may use each of the investments and techniques described below at all times, at some times, or not at all.

Direct Investments by Fund-of-Funds. In the case of Alpha Strategy Fund, references to each “Fund” or the “Funds” include Alpha Strategy Fund as well as certain or all of the underlying funds, to the extent permitted by the applicable underlying fund’s respective prospectus and SAI. Unless expressly prohibited, Alpha Strategy Fund may pursue its investment strategies by investing up to 5% of its net assets directly in the instruments described below in addition to investing in the instruments described in its prospectus.

Borrowing Money. Each Fund may borrow money for certain purposes as described above under “Fundamental Investment Restrictions.” If a Fund borrows money and experiences a decline in its net asset value (“NAV”), the borrowing will increase the effect of its losses on the value of the Fund’s shares. A Fund will not purchase additional securities while outstanding borrowings exceed 5% of its total assets.

Brady Bonds . International Core Equity Fund, International Dividend Income Fund, International Opportunities Fund, and Alpha Strategy Fund may invest in so-called “Brady Bonds,” which are securities created through the exchange of existing commercial bank loans to public and private entities for new bonds in connection with a debt restructuring plan announced by former U.S. Secretary of the Treasury Nicholas F. Brady. Brady Bonds were issued by Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic, Ecuador, Mexico, Morocco, Nigeria, Philippines, Poland, and Uruguay, and may be issued by other emerging countries. Beginning in the early 2000s, certain countries began retiring their Brady Bonds, including Brazil, Colombia, Mexico, the Philippines, and Venezuela.

Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are currently actively traded in the over-the-counter (“OTC”) secondary market for debt instruments. Certain Brady Bonds are collateralized in full as to principal due at maturity by zero coupon obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities having the same maturity (“Collateralized Brady Bonds”). Brady Bonds are not, however, considered to be U.S. Government securities. Brady Bonds do not have a long payment history and are subject to, among other things, the risk of default.

Interest payments on dollar-denominated Collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are collateralized by cash or securities in the amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to “value recovery payments” in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized.

Brady Bonds are often viewed as having three or four valuation components: the collateralized repayment of principal at final maturity; the collateralized interest payments; the uncollateralized interest payments; and any uncollateralized repayment of principal at maturity (these uncollateralized amounts constituting the “residual risk”). In the event of a default with respect to Collateralized Brady Bonds as a result of which the payment obligations of the issuer are accelerated, the U.S. Treasury zero coupon obligations held as collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments that would have been

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due on the Brady Bonds in the normal course. In addition, in light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries, such as Latin American countries, that issue Brady Bonds, investments in Brady Bonds should be viewed as speculative. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to suffer a loss of interest or principal on any of its holdings.

Cash Management Practices. Each Fund receives cash as a result of investments in the Fund’s shares from the sale of the Fund’s investments and from any income or dividends generated by its portfolio investments. The Funds may handle that cash in different ways. Each Fund may maintain a cash balance pending investments in other securities, payment of dividends or redemptions, or in other circumstances where the Fund’s portfolio management team believes additional liquidity is necessary or advisable. To the extent that a Fund maintains a cash balance, that portion of the Fund’s portfolio will not be exposed to the potential returns (positive or negative) of the market in which the Fund typically invests. Each Fund may invest its cash balance in short-term investments, such as repurchase agreements.

Consistent with its investment objective, policies, and restrictions, however, each Fund also may invest in securities, such as exchange traded funds, or derivatives, such as index futures, related to its cash balance. For example, each Fund may buy index futures with an aggregate notional amount that approximately offsets its cash balance to efficiently provide investment exposure while maintaining liquidity or accumulating cash pending purchases of individual securities. In addition, each Fund may buy or sell futures contracts in response to purchases or redemptions of Fund shares in order to maintain market exposure consistent with the Fund’s investment objective and strategies. When investing in this manner, a Fund may maintain a net short position with respect to futures, but would segregate liquid assets to cover its net payment obligations.

These cash management practices are ancillary to, and not part of, each Fund’s principal investment strategies. As such, the Funds do not intend to invest substantially in this manner.

Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stocks or debt obligations, in each case, that are convertible into common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive a dividend that is paid or accrued on preferred stock or interest that generally is paid or accrued on debt until the convertible security matures or is redeemed, converted, or exchanged. Generally, convertible securities offer lower dividend yields or interest than non-convertible securities of similar quality and less potential for gains or capital appreciation in a rising stock market than equity securities. Convertible securities ordinarily provide a stream of income with generally higher yields than those of common stock of the same or similar issuers. Convertible securities generally rank senior to common stock in a corporation’s capital structure but usually are subordinated to comparable non-convertible securities. Convertible securities generally do not participate directly in any dividend increases or decreases of the underlying securities, although the market prices of convertible securities may be affected by any dividend changes or other changes in the underlying securities. Convertible fixed income securities tend to be more volatile than other fixed income securities, and the markets for convertible securities may be less liquid than markets for common stocks or bonds. Convertible securities have both equity and fixed income risk characteristics. Like all fixed income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. The market value of convertible securities tends to decline as interest rates increase. If, however, the market price of the common stock underlying a convertible security approaches or exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. In such a case, a convertible security may lose much or all of its appreciated value if the value of the underlying common stock then falls below the conversion price of the security. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly based on its fixed income characteristics, and thus, may not necessarily decline in price as much as the underlying common stock.

A significant portion of convertible securities have below investment grade credit ratings and are subject to increased credit and liquidity risks. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to convert it into the underlying common stock, sell it to a third

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party, or permit the issuer to redeem the security. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective, which, in turn, could result in losses to the Fund.

Debt Securities. In accordance with Alpha Strategy Fund’s investment objective and policies, the Fund may invest in debt securities, such as bonds, debentures, government obligations, commercial paper, repurchase agreements, and pass-through instruments. A security will be considered “investment grade” if at least one rating agency assigns a rating of BBB/Baa or higher to the security or if Lord Abbett, the Funds’ investment adviser, determines the security to be of comparable quality.

Prices of debt securities fluctuate and, in particular, are subject to several key risks including, but not limited to, interest rate risk, credit risk, prepayment risk, extension risk, and spread risk. When interest rates rise or the issuer’s or the counterparty’s financial condition worsens or is perceived by the market to be at greater risk, the value of debt securities tends to decline. The historically low interest rate environment increases the risk associated with rising interest rates. The Fund may face a heightened level of interest rate risk, especially because the Federal Reserve Board has ended its quantitative easing program and may begin to raise rates. While fixed income securities with longer final maturities often have higher yields than those with shorter maturities, they usually possess greater price sensitivity to changes in interest rates and other factors. Credit risk, also known as default risk, represents the possibility that an issuer may be unable to meet scheduled interest and principal payment obligations.

Prepayment risk, also known as call risk, arises due to the issuer’s ability to prepay all or most of the debt security before the stated final maturity date. Prepayments generally rise in response to a decline in interest rates as debtors take advantage of the opportunity to refinance their obligations. This risk often is associated with mortgage securities where the underlying mortgage loans can be refinanced, although it also can be present in corporate or other types of bonds with call provisions. When a prepayment occurs, the Fund may be forced to reinvest in lower yielding debt securities. Extension risk is the chance that during periods of rising interest rates, certain debt obligations will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk generally is low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds. Spread risk is the potential for the value of the Fund’s assets to fall due to the widening of spreads. Debt securities generally compensate for greater credit risk by paying interest at a higher rate. The difference (or “spread”) between the yield of a security and the yield of a benchmark, such as a U.S. Treasury security with a comparable maturity, measures the additional interest paid for credit risk. As the spread on a security widens (or increases), the price (or value) of the security falls. Spread widening may occur, among other reasons, as a result of market concerns over the stability of the market, excess supply, general credit concerns in other markets, security- or market-specific credit concerns, or general reductions in risk tolerance.

While assets in debt markets have grown rapidly in recent years, the capacity for traditional dealer counterparties to engage in debt trading has not kept pace and in some cases has decreased. For example, primary dealer inventories of corporate bonds, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. This reduction in market-making capacity may be a persistent change, to the extent it is resulting from broader structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories potentially could lead to decreased liquidity and increased volatility in the debt markets. Such issues may be exacerbated during periods of economic uncertainty.

Economic, political, and other events also may affect the prices of broad debt markets, although the risks associated with such events are transmitted to the market via changes in the prevailing levels of interest rates, credit risk, prepayment risk, or spread risk.

Depositary Receipts . Each Fund may invest in American Depositary Receipts (“ADRs”) and similar depositary receipts. ADRs, typically issued by a U.S. financial institution (a “depositary”), evidence ownership interests in a security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars, and ADRs are listed and traded in the U.S. Ownership of ADRs entails similar investment risks to direct ownership of foreign securities traded outside the U.S., including increased market, liquidity, currency, political, information, and other risks. Although a Fund may not invest more than a certain percentage of its net assets in foreign securities, ADRs are not considered foreign securities for purposes of this limitation. To the

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extent a Fund acquires depositary receipts through banks that do not have a contractual relationship with the foreign issuer of the security underlying the depositary receipts to issue and service such unsponsored depositary receipts, there is an increased possibility that the Fund will not become aware of, and will not be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. Investment in depositary receipts does not eliminate all the risks inherent in investing in securities of foreign issuers. The market value of depositary receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the depositary receipts and the underlying securities are quoted. However, by investing in depositary receipts, such as ADRs, which are quoted in U.S. dollars, a Fund may avoid currency risks during the settlement period for purchases and sales.

Derivatives. Please see the prospectus for disclosure concerning a Fund’s use of derivatives as part of the Fund’s principal investment strategies. Absent such disclosure, a Fund’s use of derivatives is ancillary to, and is not part of, the Fund’s principal investment strategies. The Funds may invest in, or enter into, derivatives for any reason, including to hedge certain market or interest rate risks, or to provide a substitute for purchasing or selling particular securities or to increase potential returns. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, and related indexes. Examples of derivative instruments the Funds may use, to the extent described in the prospectus and this SAI, include options contracts, futures contracts, options on futures contracts, forward currency contracts, structured notes, and swap agreements. Derivatives may provide a cheaper, quicker or more specifically focused way for a Fund to invest than “traditional” securities would. Each Fund’s portfolio management, however, may decide not to employ some or all of these strategies and there is no assurance that any derivatives strategy used by a Fund will succeed.

Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. Derivatives permit a Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as a Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the Fund’s performance.

If a Fund invests in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the Fund’s return or result in a loss. A Fund also could experience losses if its derivatives were poorly correlated with its other investments, or if the Fund were unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.

Derivatives may be purchased on established exchanges or through privately negotiated transactions referred to as OTC derivatives. Exchange-traded derivatives generally are guaranteed by the clearing agency that is the issuer or counterparty to such derivatives. This guarantee usually is supported by a daily variation margin system operated by the clearing agency in order to reduce overall credit risk. As a result, unless the clearing agency defaults, there is relatively little counterparty credit risk associated with derivatives purchased on an exchange. In contrast, many OTC derivatives are not guaranteed by a clearing agency. Therefore, each party to an OTC derivative that is not centrally cleared bears the risk that the counterparty will default. Accordingly, Lord Abbett will consider the creditworthiness of counterparties to non-centrally cleared OTC derivatives in the same manner as it would review the credit quality of a security to be purchased by a Fund. OTC derivatives are less liquid than exchange-traded derivatives.

Each Fund will be required to “set aside” (often referred to as “asset segregation”) liquid assets, or engage in other SEC or SEC staff-approved measures, to “cover” open positions with respect to certain kinds of derivatives. In the case of futures contracts and forward contracts that are not contractually required to cash settle, for example, a Fund must set aside liquid assets equal to such contracts’ full notional value while the positions are open. With respect to futures contracts and forward contracts that are contractually required to cash settle, however, a Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligations ( i.e. , the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. By setting aside assets equal to only its net obligations under cash-settled futures contracts, a Fund may employ leverage to a greater extent than

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if the Fund were required to segregate assets equal to the full notional value of such contracts. Each Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff regarding asset segregation.

Combined Transactions . Each Fund may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions including forward currency contracts and multiple interest rate transactions, structured notes and any combination of futures, options, currency and interest rate transactions (“component transactions”), instead of a single transaction, as part of a single or combined strategy when, in the opinion of Lord Abbett, it is in the best interests of the Fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions are normally entered into based on Lord Abbett’s judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.

Future Developments . Each Fund may take advantage of opportunities in options and futures contracts and options on futures contracts and any other derivatives which are not presently contemplated for use by the Fund or which are not currently available but which may be developed, to the extent such opportunities are both consistent with the Fund’s investment objective and legally permissible for the Fund. Before entering into such transactions or making any such investment, a Fund will provide appropriate disclosure in its prospectus or SAI.

Foreign Currency Transactions . Each of Alpha Strategy Fund, International Core Equity Fund, International Dividend Income Fund, and International Opportunities Fund may enter into foreign currency transactions for a variety of purposes, including: to fix in U.S. dollars, between trade and settlement date, the value of a security the Fund has agreed to buy or sell; to hedge the U.S. dollar value of securities the Fund already owns, particularly if it expects a decrease in the value of the currency in which the foreign security is denominated; or to gain or reduce exposure to the foreign currency for investment purposes. Alpha Strategy Fund may enter into, and may maintain net long or short positions in connection with, foreign currency transactions to gain investment exposure to foreign currencies, including currencies that are not represented by the investments of its underlying funds. Each Fund may engage in spot transactions and may use forward contracts to protect against uncertainty in the level of future exchange rates.

Each Fund may invest directly in foreign currencies or hold financial instruments that provide exposure to foreign currencies, in particular “hard currencies,” or may invest in securities that trade in, or receive revenues in, foreign currencies. “Hard currencies” are currencies in which investors have confidence and are typically currencies of economically and politically stable industrialized nations. To the extent a Fund invests in such currencies, the Fund will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time. Fund assets that are denominated in foreign currencies may be devalued against the U.S. dollar, resulting in a loss. A U.S. dollar investment in depositary receipts or shares of foreign issuers traded on U.S. exchanges may be impacted differently by currency fluctuations than would an investment made in a foreign currency on a foreign exchange in shares of the same issuer. Foreign currencies also are subject to risks caused by inflation, interest and taxation rates, budget deficits and low savings rates, political factors and government control.

Each Fund may engage in spot transactions and also may use forward contracts. A forward contract on foreign currencies involves obligations of one party to purchase, and another party to sell, a specific currency at a future date (which may be any fixed number of days from the date of the contract agreed upon by the parties), at a price set at the time the contract is entered into. These contracts typically are traded in the OTC derivatives market and entered into directly between currency traders and their customers.

Each Fund may enter into forward contracts with respect to specific transactions. For example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, the Fund may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of the payment, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying transaction. A Fund thereby will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between

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the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.

Each Fund also may use forward contracts in connection with existing portfolio positions to lock in the U.S. dollar value of those positions, to increase the Fund’s exposure to foreign currencies that Lord Abbett believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another. For example, when Lord Abbett believes that the currency of a particular foreign country may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into a forward contract to sell the amount of the former foreign currency approximating the value of some or all of the Fund’s portfolio securities denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging” when another foreign currency is used.

The precise matching of the forward contract amounts and the value of the securities involved generally will not be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot (that is, cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward contracts involve the risk that anticipated currency movements may not be accurately predicted, causing the Fund to sustain losses on these contracts and transaction costs.

At or before the maturity date of a forward contract that requires a Fund to sell a currency, the Fund may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which a Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, a Fund may close out a forward contract requiring it to purchase a specified currency by entering into a second contract entitling it to sell the same amount of the same currency on the maturity date of the first contract. A Fund would realize a gain or loss as a result of entering into such an offsetting forward contract under either circumstance to the extent the exchange rate between the currencies involved moved between the execution dates of the first and second contracts.

Each Fund also may enter into currency forward contracts that are contractually required to, or may settle in cash, including non-deliverable currency forward contracts (“NDFs”). Each Fund intends to enter into cash-settled currency forward contracts, including NDFs, that contractually require the netting of the parties’ liabilities. Under a cash-settled forward contract that requires netting, the Fund or its counterparty to the contract is required only to deliver a cash payment in the amount of its net obligation in settlement of the contract. Forward contracts are marked-to-market on a daily basis, and the Fund may be required to post collateral to a counterparty pursuant to the terms of a forward contract if the Fund has a net obligation under the contract. Likewise, the Fund may be entitled to receive collateral under the terms of a forward contract if the counterparty has a net obligation under the contract. A cash-settled forward contract generally requires the delivery of initial margin by the Fund. The Fund’s currency forward contracts, including its NDFs, generally will have maturities of approximately one to three months but may have maturities of up to six months or more. Each currency forward contract entered into by the Fund will identify a specific “contract settlement rate,” generally equal to or approximately equal to the current forward price of the underlying currency at the time the contract is established.

The cost to a Fund of engaging in forward contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. The use of forward contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward contracts limit the risk of loss due to a decline in the value of the hedged currencies, at the same time they limit any potential gain that might result should the value of the currencies increase.

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Foreign Currency Options . Each Fund may take positions in options on foreign currencies. For example, if a Fund were to enter into a contract to purchase securities denominated in a foreign currency, it effectively could fix the maximum U.S. dollar cost of the securities by purchasing call options on that foreign currency. Similarly, if a Fund held securities denominated in a foreign currency and anticipated a decline in the value of that currency against the U.S. dollar, it could hedge against such a decline by purchasing a put option on the currency involved. A Fund’s ability to establish and close out positions in such options is subject to the maintenance of a liquid secondary market. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally.

Transaction costs may be higher because the quantities of currencies underlying option contracts that the Funds may enter into represent odd lots in a market dominated by transactions between banks.

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information generally is representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.

Each Fund may effectively terminate its rights or obligations under options by entering into closing transactions. Closing transactions permit the Fund to realize profits or limit losses on its options positions before the exercise or expiration of the option. The value of a foreign currency option depends on, among other factors, the value of the underlying currency relative to the U.S. dollar. Other factors affecting the value of an option are the time remaining until expiration, the relationship of the exercise price to market price, the historical price volatility of the underlying currency and general market conditions. As a result, changes in the value of an option position may have no relationship to the investment merit of the foreign currency. Whether a profit or loss is realized on a closing transaction depends on the price movement of the underlying currency and the market value of the option.

Options normally have expiration dates of up to twelve months. The exercise price may be below, equal to or above the current market value of the underlying currency. Options that expire unexercised have no value, and a Fund will realize a loss of any premium paid and any transaction costs. Although the Funds intend to enter into foreign currency options only with dealers which agree to enter into, and which are expected to be capable of entering into, closing transactions with the Funds, there can be no assurance that a Fund will be able to liquidate an option at a favorable price at any time before expiration. In the event of insolvency of the counterparty, a Fund may be unable to liquidate a foreign currency option. Accordingly, it may not be possible to effect closing transactions with respect to certain options, with the result that a Fund would have to exercise those options that they had purchased in order to realize any profit.

Futures Contracts and Options on Futures Contracts . As discussed under “Cash Management Practices,” the Funds may buy and sell index futures contracts to manage cash. For example, the Funds may gain exposure to an index or to a basket of securities by entering into futures contracts rather than buying securities in a rising market. In addition to investing in futures for cash management purposes, each Fund may engage in futures and options on futures transactions in accordance with its investment objective and policies. Futures are standardized, exchange-traded contracts to buy or sell a specified quantity of an underlying reference instrument at a specified price at a specified future date. In most cases the contractual obligation under a futures contract may be offset or “closed out” before the settlement date so that the parties do not have to make or take delivery. A futures contract usually is closed out by buying or selling, as the case may be, an identical, offsetting futures contract. This transaction, which is effected through an exchange, cancels the obligation to make or take delivery of the underlying reference instrument. Although some futures contracts by their terms require physical settlement (meaning actual delivery or acquisition of the underlying reference instrument), many permit cash settlement. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time.

When the Fund enters into a futures contract or writes an option, it must deposit collateral or “initial margin” equal to a percentage of the contract value. Each day thereafter until the futures contract or option is closed out, matures, or expires, the Fund will pay or receive additional “variation margin” depending on, among other factors, changes in

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the price of the underlying reference instrument. When the futures contract is closed out, if the Fund experiences a loss equal to or greater than the margin amount, the Fund will pay the margin amount plus any amount in excess of the margin amount. If the Fund experiences a loss of less than the margin amount, the Fund receives the difference. Likewise, if the Fund experiences a gain, the Fund receives the margin amount and the amount of the gain.

Although some futures contracts call for making or taking delivery of the underlying securities or other assets, generally these obligations are closed out before delivery by offsetting purchases or sales of matching futures contracts (same exchange, delivery month, and underlying security, asset, or index). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a loss. For federal income tax purposes, certain futures contracts denominated in foreign currency will generate ordinary income, rather than capital gain or loss. Transaction costs also are included in these calculations.

Each Fund may enter into futures contracts in U.S. domestic markets or on exchanges located outside the U.S. Foreign markets may offer advantages such as trading opportunities or arbitrage possibilities not available in the U.S. Foreign markets, however, may have greater risk potential than domestic markets. For example, some foreign exchanges are principal markets so that no common clearing facility exists and an investor may look only to the broker for performance of the contract. In addition, adverse changes in the currency exchange rate could eliminate any profits that the Fund might realize in trading and could cause the Fund to incur losses.

Each Fund may purchase and sell futures contracts and purchase and sell call and put options on futures contracts for bona fide hedging purposes, including to hedge against changes in interest rates, securities prices, or, to the extent the Fund invests in foreign securities, currency exchange rates, or in order to pursue risk management strategies, including gaining efficient exposure to markets and minimizing transaction costs. Each Fund also may enter into closing purchase and sale transactions with respect to such contracts and options.

Futures contracts and options on futures contracts present substantial risks, including the following:

Unanticipated market movements may cause a Fund to experience substantial losses.

There may be an imperfect correlation between the change in the market value of the underlying reference instrument and the price of the futures contract.

The loss that a Fund may incur in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.

Futures markets are highly volatile, and the use of futures may increase the volatility of a Fund’s NAV.

Because of low initial margin requirements, futures and options on futures trading involve a high degree of leverage. As a result, a relatively small price movement in a contract can cause substantial losses to the Fund.

There may not be a liquid secondary trading market for a futures contract or related options, limiting a Fund’s ability to close out a contract when desired.

The clearinghouse on which a futures contract or option on a futures contract is traded may fail to perform its obligations.

Specific Futures Transactions . Each Fund may invest in futures contracts and options on futures contracts, including those with respect to interest rates, currencies and securities indexes.

Each Fund may purchase and sell index futures contracts and options thereon. An index future obligates the Fund to pay or receive an amount of cash equal to a fixed dollar amount specified in the futures contract multiplied by the difference between the settlement price of the contract on the contract’s last trading day and the value of the index based on the prices of the securities that comprise the index at the opening of trading in such securities on the next business day.

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The market value of a stock index futures contract is based primarily on the value of the underlying index. Changes in the value of the index will cause roughly corresponding changes in the market price of the futures contract. If a stock index is established that is made up of securities whose market characteristics closely parallel the market characteristics of the securities in a Fund’s portfolio, then the market value of a futures contract on that index should fluctuate in a way closely resembling the market fluctuation of the portfolio. Thus, if a Fund sells futures contracts, a decline in the market value of the portfolio will be offset by an increase in the value of the short futures position to the extent of the hedge ( i.e. , the size of the futures position). Conversely, when a Fund has cash available (for example, through substantial sales of shares) and wishes to invest the cash in anticipation of a rising market, the Fund could rapidly hedge against the expected market increase by buying futures contracts to offset the cash position and thus cushion the adverse effect of attempting to buy individual securities in a rising market. Stock index futures contracts are subject to the same risks as other futures contracts.

Each Fund may purchase and sell interest rate futures contracts and options thereon. An interest rate future obligates the Fund to purchase or sell an amount of a specific debt security at a future date at a specific price. Each Fund also may purchase and sell currency futures and options thereon, as described above.

Options on Securities and Securities Indices . Each Fund may purchase call and put options and write ( i.e. , sell) covered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security or securities at the exercise price at any time during the option period, or at a specific date. Conversely, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security or securities at the exercise price at any time during the option period, or at a specific date. Each Fund also may enter into “closing purchase transactions” in order to terminate its obligation to deliver the underlying security. This may result in a short-term gain or loss. A closing purchase transaction is the purchase of a call option (at a cost which may be more or less than the premium received for writing the original call option) on the same security, with the same exercise price and call period as the option previously written. If a Fund is unable to enter into a closing purchase transaction, it may be required to hold a security that it otherwise might have sold to protect against depreciation.

A covered call option written by a Fund is a call option with respect to which the Fund owns the underlying security or otherwise covers the transaction such as by segregating permissible liquid assets. A put option written by the Fund is covered when, among other things, the Fund segregates permissible liquid assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken or otherwise covers the transaction. The principal reason for writing covered call and put options is to realize, through the receipt of premiums, a greater return than would be realized on the underlying securities alone. The Fund receives a premium from writing covered call or put options which it retains whether or not the option is exercised.

There is no assurance that sufficient trading interest to create a liquid secondary market on a securities exchange will exist for any particular option or at any particular time, and for some options no such secondary market may exist. A liquid secondary market in an option may cease to exist for a variety of reasons. In the past, for example, higher than anticipated trading activity or order flow, or other unforeseen events, at times have rendered certain of the clearing facilities inadequate and resulted in the institution of special procedures, such as trading rotations, restrictions on certain types of orders or trading halts or suspensions in one or more options. Similar events, or events that may otherwise interfere with the timely execution of customers’ orders, may recur in the future. In such event, it might not be possible to effect closing transactions in particular options. If, as a covered call option writer, a Fund is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise or it otherwise covers its position.

Specific Options Transactions . Each Fund may purchase and sell call and put options in respect of specific securities (or groups or “baskets” of specific securities), including U.S. Government securities, mortgage-related securities, asset-backed securities, foreign sovereign debt, corporate debt securities, equity securities, (including convertible securities) and Eurodollar instruments that are traded on U.S. or foreign securities exchanges or in the OTC market, or securities indices, currencies or futures.

An option on an index is similar to an option in respect of specific securities, except that settlement does not occur by delivery of the securities comprising the index. Instead, the option holder receives an amount of cash if the

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closing level of the index upon which the option is based is greater than in the case of a call, or less than in the case of a put, the exercise price of the option. Thus, the effectiveness of purchasing or writing index options will depend upon price movements in the level of the index rather than the price of a particular security.

Each Fund may purchase and sell call and put options on foreign currency. These options convey the right to buy or sell the underlying currency at a price which is expected to be lower or higher than the spot price of the currency at the time the option is exercised or expires.

Successful use by a Fund of options and options on futures will be subject to Lord Abbett’s ability to predict correctly movements in the prices of individual securities, the relevant securities market generally, foreign currencies or interest rates. To the extent Lord Abbett’s predictions are incorrect, a Fund may incur losses. The use of options also can increase a Fund’s transaction costs.

Each Fund, other than International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund will not purchase an option if, as a result of such purchase, more than 10% of its net assets would be invested in premiums for such options. Each Fund other than International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. Each Fund other than International Core Equity Fund, International Dividend Income Fund and International Opportunities Fund may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its net assets at the time an option is written.

OTC Options . Each Fund may enter into OTC options contracts (“OTC options”). OTC options differ from exchange-traded options in several respects. OTC options are transacted directly with dealers and not with a clearing corporation and there is a risk of nonperformance by the dealer as a result of the insolvency of the dealer or otherwise, in which event a Fund may experience material losses. However, in writing OTC options, the premium is paid in advance by the dealer. OTC options are available for a greater variety of securities, and a wider range of expiration dates and exercise prices, than are exchange-traded options. Because there is no exchange, pricing normally is done by reference to information from market makers, which information is carefully monitored by Lord Abbett and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it voluntarily only by entering into a closing transaction. In the case of OTC options, there can be no assurance that a continuous liquid secondary market will exist for any particular option at any given time. Consequently, a Fund may be able to realize the value of an OTC option it has purchased only by exercising it or entering into a closing sale transaction with the dealer that issued it. Similarly, when a Fund writes an OTC option, generally it can close out that option before its expiration only by entering into a closing purchase transaction with the dealer to which the Fund originally wrote it. If a covered call option writer cannot effect a closing transaction, it cannot sell the underlying security until the option expires or the option is exercised. Therefore, a covered call option writer of an OTC option may not be able to sell an underlying security even though it otherwise might be advantageous to do so. Likewise, a covered put writer of an OTC option may be unable to sell the securities segregated to cover the put for other investment purposes while it is obligated as a put writer. Similarly, a purchaser of such put or call option also might find it difficult to terminate its position on a timely basis in the absence of a secondary market.

Each Fund and Lord Abbett believe that such dealers present minimal credit risks to the Fund and, therefore, should be able to enter into closing transactions if necessary. Each Fund currently will not engage in OTC options transactions if the amount invested by a Fund in OTC options plus a “liquidity charge” related to OTC options written by the Fund, plus the amount invested by the Fund in illiquid securities, would exceed 10% of the Fund’s net assets. The “liquidity charge” referred to above is computed as described below.

Each Fund anticipates entering into agreements with dealers to which the Fund sells OTC options. Under these agreements a Fund would have the absolute right to repurchase the OTC options from the dealer at any time at a price no greater than a price established under the agreements (the “Repurchase Price”). The “liquidity charge” referred to above for a specific OTC option transaction will be the Repurchase Price related to the OTC option less the intrinsic value of the OTC option. The intrinsic value of an OTC call option for such purposes will be the amount by which the current market value of the underlying security exceeds the exercise price. In the case of an

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OTC put option, intrinsic value will be the amount by which the exercise price exceeds the current market value of the underlying security. If there is no such agreement requiring a dealer to allow a Fund to repurchase a specific OTC option written by the Fund, the “liquidity charge” will be the current market value of the assets serving as “cover” for such OTC option.

Structured Securities and Other Hybrid Instruments . Each Fund may invest in structured securities and other hybrid instruments. Structured securities and other hybrid instruments are types of derivative securities whose value is determined by reference to changes in the value of specific securities, currencies, interest rates, commodities, indices or other financial indicators (the “Reference Instrument”) or the relative change in two or more Reference Instruments. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference Instrument. Structured securities may be positively or negatively indexed, so the appreciation of the Reference Instrument may produce an increase or decrease in the interest rate or value of the security at maturity. Structured securities may present additional risks that are different from those associated with a direct investment in fixed income or equity securities; they may be more volatile, less liquid and more difficult to price accurately and subject to additional credit risks. A Fund that invests in structured securities could lose more than the principal amount invested.

Structured securities and other hybrid instruments can be used as an efficient means of pursuing a variety of investment strategies, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a Reference Instrument and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the Reference Instrument. These Reference Instruments may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of the Fund.

Swap Transactions . Each Fund may enter into interest rate, equity index, currency and total return swap agreements and swaptions (options on swaps). A Fund may enter into these transactions for hedging purposes or in an attempt to obtain a particular return when it is considered desirable to do so. A swap transaction involves an agreement between two parties to exchange different types of cash flows based on a specified or “notional” amount. The cash flows exchanged in a specific transaction may be, among other things, payments that are the equivalent of interest on a principal amount, payments that would compensate the purchaser for losses on a defaulted security or basket of securities, or payments reflecting the performance of one or more specified securities, currencies or indices. A Fund may enter into swap transactions with counterparties that generally are banks, securities dealers or their respective affiliates. Certain types of swaps, including interest rate swaps, are traded on exchanges and are subject to central clearing.

In an interest rate swap, a Fund may agree to either make or receive payments that are equivalent to a fixed rate of interest on the specified notional amount in exchange for payments that are equivalent to a variable rate of interest (based on a specified index) on the same notional amount. Interest rate swaps may enable a Fund to either increase or reduce its interest rate risk or to adjust the duration of its bond portfolio.

Currency swaps involve the exchange of cash flows on a notional amount of two or more currencies based on their relative future values.

A Fund may enter into long and short currency positions using swap contracts under which they will, at the end of the term of the swap contract, make a payment that is based on a fixed currency exchange rate in exchange for a payment from the swap counterparty that is based on the prevailing currency exchange rate. These swap contracts generally will have terms of approximately one to three months, but may have terms of up to six months or more. Lord Abbett, however, in its discretion may terminate a swap contract before its term, subject to any potential termination fee that is in addition to a Fund’s accrued obligation under the swap contract. At the end of a swap contract’s term, a Fund may enter into a new swap contract. With the exception of interest rate swaps and certain

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credit default swaps, a Fund’s swap contracts will be made in the OTC market and will be entered into with counterparties that typically will be banks, investment banking firms or broker-dealers.

In a total return swap, a Fund may agree to make payments that are the equivalent of interest in exchange for the right to receive payments equivalent to any appreciation in the value of an underlying security, index or other asset, as well as payments equivalent to any distributions made on that asset, over the term of the swap. If the value of the asset underlying a total return swap declines over the term of the swap, a Fund also may be required to pay an amount equal to that decline in value to its counterparty. A Fund also may be the seller of a total return swap, in which case they would receive premium payments and an amount equal to any decline in value of the underlying asset over the term of the swap, but it would be obligated to pay their counterparty an amount equal to any appreciation.

A Fund also may purchase and write (sell) options contracts on swaps, commonly known as “swaptions.” A swaption is an option to enter into a swap agreement. As with other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligations to enter into an underlying swap on agreed upon terms. The seller of a swaption receives the premium in exchange for the obligation to enter into the agreed-upon underlying swap if the option is exercised. A Fund also may purchase or sell interest rate caps, floors and collars. The purchaser of an interest rate cap is entitled to receive payments only to the extent that a specified index exceeds a predetermined interest rate. The purchaser of an interest floor is entitled to receive payments only to the extent that a specified index is below a predetermined interest rate. A collar effectively combines a cap and a floor so that the purchaser receives payments only when market interest rates are within a specified range of interest rates.

The use of these transactions is a highly specialized activity that involves investment techniques and risks that are different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of the interest rates, currency exchange rates or market values or its assessments of the credit risks, relevant to these transactions that it enters, the investment performance of a Fund may be less favorable than it would have been if the Fund had not entered into them. Because many of these arrangements are bilateral agreements between a Fund and its counterparty, each party is exposed to the risk of default by the other. In addition, they may involve a small investment of cash compared to the risk assumed with the result that small changes may produce disproportionate and substantial gains or losses to the Fund. A Fund’s obligations under swap agreements generally are collateralized by cash or government securities based on the amount by which the value of the payments that a Fund is required to pay exceed the value of the payments that its counterparty is required to make. The Funds segregate liquid assets equal to any difference between that excess and the amount of collateral that it is required to provide. Conversely, a Fund requires its counterparties to provide collateral on a comparable basis except in those instances in which Lord Abbett is satisfied with the claims paying ability of the counterparty without such collateral.

Equity Securities. Each Fund may invest in equity securities in accordance with its investment objective and policies. These include common stocks, preferred stocks, convertible preferred stocks, warrants and similar instruments. Common stocks, the most familiar type, represent an ownership interest in a company. The value of equity securities fluctuates based on changes in a company’s financial condition, and on market and economic conditions. While past performance does not guarantee future results, common stocks historically have provided the greatest long-term growth potential relative to other types of securities in a company. However, their prices generally fluctuate more than the prices of other securities and reflect changes in a company’s financial condition and in overall market, economic, and political conditions, changes in inflation, and consumer demand. A company’s common stock generally is a riskier investment than its fixed income securities, and it is possible that the Fund may experience a substantial or complete loss on an individual equity investment. While this is possible with fixed income securities, it is less likely.

Foreign Securities. Each Fund may invest in foreign securities. Foreign securities may involve special risks that typically are not associated with U.S. dollar denominated or quoted securities of U.S. issuers, including the following:

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Foreign securities may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to foreign securities and changes in exchange control regulations ( i.e. , currency blockage).

Brokerage commissions, custodial services, and other costs relating to investment in foreign securities markets generally are more expensive than in the U.S.

Clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures may be unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign issuers generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a comparable U.S. issuer.

There generally is less government regulation of foreign markets, companies and securities dealers than in the U.S. Consequently, the investor protections that are in place may be less stringent than in the U.S.

Foreign securities markets may have substantially less trading volume than U.S. securities markets, and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers.

Foreign securities may trade on days when a Fund does not sell shares. As a result, the value of a Fund’s portfolio securities may change materially on days an investor may not be able to purchase or redeem Fund shares.

With respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains), limitations on the removal of funds or other assets of a Fund, and political or social instability, diplomatic developments, or the imposition of economic sanctions or other government restrictions that could affect investments in those countries.

Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. Additionally, many foreign country economies are heavily dependent on international trade and are adversely affected by protective trade barriers and economic conditions of their trading partners. Protectionist trade legislation enacted by those trading partners could have a significant adverse effect on the securities markets of those countries. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position.

The risks of investing in less developed countries, sometimes referred to as emerging markets, generally are greater than the risks of investing in more developed countries. Investments in emerging markets may be considered speculative. Emerging markets are riskier because they develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, including sudden, significant devaluations. In addition, the securities and currencies of many of these countries may have far lower trading volumes and less liquidity than those of developed nations. If a Fund’s investments need to be liquidated quickly, the Fund could sustain significant transaction costs. Securities and issuers in emerging countries tend to be subject to less extensive and frequent accounting, financial, and other reporting requirements than securities and issuers in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. Many emerging markets have histories of political instability and abrupt changes in policies. As a result, their governments may be more likely to take actions that are hostile or detrimental to foreign investment than those of more developed countries, such as expropriation, confiscatory taxation and nationalization of assets and securities. Certain emerging markets also may face other significant internal or external risks, including a heightened risk of war, and ethnic, religious and racial conflicts, and the imposition of economic sanctions or other measures by the United States or other governments. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth, and which may in turn diminish the value of their currencies. If a company’s

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economic fortunes are linked to emerging markets, then a security it issues generally will be subject to these risks even if the security is principally traded on a non-emerging market exchange.

A decline in the exchange rate of the foreign currency in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security in U.S. dollars. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the overall economic health of the issuer. Devaluation of a currency by a country’s government or banking authority also will have an adverse impact on the U.S. dollar value of any investments denominated in that currency.

High-Yield or Lower-Rated Debt Securities. Alpha Strategy Fund may invest in high-yield debt securities, in accordance with its investment objective and policies. High-yield debt securities (also referred to as “non-investment grade securities”, “lower-rated debt securities” or “junk bonds”) are those rated by a rating agency BB/Ba or lower (or unrated by rating agencies but determined by Lord Abbett, the Fund’s investment adviser, to be of comparable quality) and may pay a higher yield, but entail greater risks, than investment grade debt securities. High-yield debt securities are considered speculative. When compared to investment grade debt securities, high-yield debt securities:

have a higher risk of default and their prices can be much more volatile due to lower liquidity;

tend to be less sensitive to interest rate changes;

are susceptible to negative perceptions of the junk markets generally; and

pose a greater risk that exercise of any of their redemption or call provisions in a declining market may result in their replacement by lower-yielding bonds.

The risk of loss from default for the holders of high yield debt securities is significantly greater than is the case for holders of other debt securities because such high yield securities generally are unsecured, often are subordinated to the rights of other creditors of the issuers of such securities, and are issued by issuers with weaker financials. Investment by the Fund in already defaulted securities poses an additional risk of loss should nonpayment of principal and interest continue in respect of such securities. Even if such securities are held to maturity, recovery by the Fund of its initial investment and any anticipated income or appreciation is uncertain. In addition, the Fund may incur additional expenses to the extent that it is required to seek recovery relating to the default in the payment of principal or interest on such securities or otherwise protect its interests. The Fund may be required to liquidate other portfolio securities to satisfy annual distribution obligations of the Fund in respect of accrued interest income on securities that are subsequently written off, even though the Fund has not received any cash payments of such interest.

Because the risk of default is higher among high-yield debt securities, Lord Abbett’s research and analysis are important factors in the selection of such securities. Through portfolio diversification, good credit analysis and attention to current developments and trends in interest rates and economic conditions, the Fund seeks to reduce this risk. There can be no assurance, however, that this risk will in fact be reduced and that losses will not occur.

The secondary market for non-investment grade securities is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies, and other financial institutions. As a result, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher rated securities. In addition, market trading volume for lower rated securities generally is lower and the secondary market for such securities could shrink or disappear suddenly and without warning as a result of adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. Because of the lack of sufficient market liquidity, the Fund may incur losses because it may be required to effect sales at a disadvantageous time and then only at a substantial drop in price. These factors may have an adverse effect on the market price and the Fund’s ability to dispose of particular portfolio investments when needed to meet redemption requests or other liquidity needs. A less liquid secondary market also may make it more difficult for the Fund to obtain precise valuations of lower rated securities in its portfolio. The adoption of new legislation could adversely affect the secondary market for high yield debt securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.

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Non-investment grade or high yield debt securities also present risks based on payment expectations. High yield debt securities frequently contain “call” or buy-back features that permit the issuer to call or repurchase the security from its holder. If an issuer exercises such a “call option” and redeems the security, the Fund may have to replace such security with a lower-yielding security, resulting in a decreased return for investors. In addition, if the Fund experiences net redemptions of its shares, it may be forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of its portfolio and increasing its exposure to the risks of high yield securities.

An economic downturn could severely affect the ability of highly leveraged issuers of junk bond investments to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of junk bonds will have an adverse effect on the Fund’s NAV to the extent the Fund holds such investments.

Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities, which are securities that each Fund determines cannot be disposed of in seven days in the ordinary course of business at approximately the amount at which the Fund has valued such securities. Illiquid securities include:

securities that are not readily marketable;

repurchase agreements and time deposits with a notice or demand period of more than seven days; and

certain restricted securities, unless Lord Abbett determines, subject to the oversight of the Board, based upon a review of the trading markets for a specific restricted security, that such restricted security is eligible for resale pursuant to Rule 144A (“144A Securities”) and is liquid.

144A Securities may be resold to a qualified institutional buyer (“QIB”) without registration and without regard to whether the seller originally purchased the security for investment. Investing in 144A Securities may decrease the liquidity of each Fund’s portfolio to the extent that QIBs become for a time uninterested in purchasing these securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. The amount of the discount from the prevailing market price varies depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the restricted securities if needed, and prevailing supply and demand conditions. A Fund may not be able to readily liquidate its investment in illiquid securities and may have to sell other investments if necessary to raise cash to meet its obligations. This will cause illiquid securities to become an increasingly larger percentage of the Fund’s portfolio. The lack of a liquid secondary market for illiquid securities may make it more difficult for a Fund to assign a value to those securities for purposes of valuing its portfolio and calculating its NAV.

Inflation-Indexed Securities. Alpha Strategy Fund may invest in inflation-indexed securities in accordance with its investment objective and policies. Inflation-indexed securities are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon. Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semiannual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semiannually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semiannual interest payment would be $15.15 ($10,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semiannual interest payment would be $15.45 ($1,030 times 1.5%). If the periodic adjustment rate measuring inflation falls, the principal value of the inflation-focused bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. The Fund also may invest in other inflation related bonds which may or may not provide a similar

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guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure. The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government generally are adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Initial Public Offerings (“IPOs”). Each Fund may invest in IPOs, which are new issues of equity securities, as well as newly issued secondary offerings. IPOs have many of the same risks as small company stocks. IPOs do not have trading history, and information about the company may be available only for recent periods. A Fund’s purchase of shares issued in IPOs also exposes it to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile and share prices of newly-priced companies have fluctuated in significant amounts over short periods of time. IPOs may generate substantial gains for a Fund, but investors should not rely on any past gains that may have been produced by IPOs as an indication of a Fund’s future performance, because there is no guarantee that a Fund will have access to profitable IPOs in the future. A Fund may be limited in the quantity of IPO and secondary offering shares that it may buy at the offering price, or a Fund may not be able to buy any shares of an IPO or secondary offering at the offering price. As the size of a Fund increases, the impact of IPOs on the Fund’s performance generally would decrease; conversely, as the size of a Fund decreases, the impact of IPOs on the Fund’s performance generally would increase.

Investments in Other Investment Companies. Subject to the limitations prescribed by the Act and the rules adopted by the SEC thereunder, the Funds may invest in other investment companies, including money market funds, exchange-traded funds (“ETFs”), and closed-end funds. (Each Fund (other than Alpha Strategy Fund), however, may not invest in other funds in reliance on Sections 12(d)(1)(F) or (G) of the Act.) These limitations include a prohibition on each Fund acquiring more than 3% of the voting shares of any one other investment company, and a prohibition on the Fund investing more than 5% of its total assets in the securities of any one other investment company or more than 10% of its total assets in securities of other investment companies in the aggregate. (Pursuant to certain SEC rules, these percentage limitations do not apply to each Fund’s investments in certain registered money market funds.) A Fund’s investments in another investment company will be subject to the risks of the purchased investment company’s portfolio securities and the Fund’s shareholders must bear not only their proportionate share of the Fund’s fees and expenses, but they also must bear indirectly the fees and expenses of the other investment company.

A Fund may invest in ETFs. Investments in ETFs are subject to a variety of risks, including risks of a direct investment in the underlying securities that the ETF holds. For example, the general level of stock prices may decline, thereby adversely affecting the value of the underlying investments of the ETF and, consequently, the value of the ETF. In addition, the market value of the ETF shares may differ from the value of their portfolio holdings because the supply and demand in the market for ETF shares at any point is not always identical to the supply and demand in the market for the underlying securities. Also, ETFs that track particular indices typically will be unable to match the performance of the index exactly due to the ETF’s operating expenses and transaction costs, among other things. ETFs typically incur fees that are separate from those fees incurred directly by the Funds. Therefore, as a shareholder in an ETF (as with other investment companies), a Fund would bear its ratable share of the ETF’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other

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expenses. As a result, a Fund and its shareholders, in effect, will absorb duplicate levels of fees with respect to investments in ETFs.

Each Fund may invest in foreign countries through investment companies, including closed-end funds. Some emerging market countries have laws and regulations that currently preclude direct foreign investments in the securities of their companies. However, indirect foreign investment in the securities of such countries is permitted through investment companies that have been specifically authorized. These investments are subject to the risks of investing in foreign (including emerging market) securities.

Because closed-end funds do not issue redeemable securities, such funds may invest in less liquid portfolio securities. Moreover, a Fund’s investment in a closed-end fund is exposed to the risk that a secondary market for such shares may cease to exist. Accordingly, a Fund’s investment in closed-end fund shares is subject to liquidity risk.

Mortgage-Related and Other Asset-Backed Securities. In accordance with its investment objective and policies, Alpha Strategy Fund may invest in mortgage-related securities and also may invest in other asset-backed securities in connection with public or private offerings, or secondary market transactions. Mortgage-related securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations.

Mortgage Pass-Through Securities. Interests in pools of mortgage-related securities differ from other forms of debt securities, since debt securities normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, mortgage-related securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. These differences can result in significantly greater price and yield volatility than is the case with traditional fixed income or debt securities. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. The timing and level of prepayments cannot be predicted. A predominant factor affecting the prepayment rate on a pool of mortgage loans is the difference between the interest rates on outstanding mortgage loans and prevailing mortgage loan interest rates (giving consideration to the cost of any refinancing). Generally, prepayments on mortgage loans will increase during a period of falling mortgage interest rates and decrease during a period of rising mortgage interest rates. Accordingly, the amounts of prepayments available for reinvestment by the Fund are likely to be greater during a period of declining mortgage interest rates. When the Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that the Fund purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If the Fund buys such securities at a discount, both scheduled payments and unscheduled prepayments will increase current income and total returns and unscheduled prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. Rising interest rates also tend to discourage refinancings of home mortgages, with the result that the average life of mortgage pass-through securities held by the Fund may be lengthened. This particular risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than does the value of shorter term securities, maturity extension risk could increase the price and yield volatility of mortgage-related securities held by the Fund. In the past, in certain market environments, the value and liquidity of many mortgage pass-through securities declined sharply due primarily to increases in interest rates. There can be no assurance that such declines will not recur. Investments in mortgage-backed securities may be subject to a high degree of credit risk, valuation risk, and liquidity risk. These risks may be even higher with mortgage pass-through securities supported by subprime mortgages.

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Guarantors of Mortgage-Backed Securities . The principal governmental guarantor of mortgage-related securities is the Government National Mortgage Association (“Ginnie Mae”). Ginnie Mae is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured by the Federal Housing Administration (the “FHA”), or guaranteed by the Department of Veterans Affairs (the “VA”).

Government-related guarantors of securities not backed by the full faith and credit of the U.S. Government include the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Both are government-sponsored corporations owned entirely by private stockholders. In September 2008, the U.S. Treasury Department announced that the government would be taking over Fannie Mae and Freddie Mac and placing the companies into a conservatorship. In addition, the U.S. Treasury announced additional steps that it intended to take with respect to the debt and mortgage-backed securities issued by Fannie Mae and Freddie Mac in order to support the conservatorship. Fannie Mae and Freddie Mac are continuing to operate as going concerns while in conservatorship and each remains liable for all of its respective obligations, including its guaranty obligations, associated with its mortgage-backed securities. No assurance can be given that these initiatives will be successful. The maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future. Fannie Mae and Freddie Mac have the ability to borrow from the U.S. Treasury, and as a result, their securities historically have been viewed by the market as high quality securities with low credit risks. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating federal sponsorship of Fannie Mae and Freddie Mac. The Fund cannot predict what legislation, if any, may be proposed in the future in Congress regarding such sponsorship or which proposals, if any, might be enacted. Such proposals, if enacted, might materially and adversely affect the availability of government guaranteed mortgage-backed securities and the liquidity and value of the Fund’s portfolio. Freddie Mac issues Participation Certificates (“PCs”), which represent interests in conventional mortgages from Freddie Mac’s national portfolio. Freddie Mac guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.

Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. In addition, mortgage-related securities issued by these non-governmental issuers may experience higher rates of default on the underlying mortgages since these mortgage loans often do not meet the underwriting standards of government and government related-issuers. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Fund’s investment quality standards. Upon a breach of any representation or warranty that materially and adversely affects the interests of the related certificate-holders in a mortgage loan, the seller or servicer generally will be obligated either to cure the breach in all material respects, to repurchase the mortgage loan or, if the related agreement so provides, to substitute in its place a mortgage loan pursuant to the conditions set forth therein. Such a repurchase or substitution obligation may constitute the sole remedy available to the related certificate-holders or the trustee for the material breach of any such representation or warranty by the seller or servicer. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.

Mortgage-backed securities, including commercial mortgage-backed securities and other privately issued mortgage-related securities, and that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are not subject to Fund industry concentration restrictions. In the case of privately issued mortgage-related securities, the Fund takes the position that mortgage-related securities do not represent interests in any particular “industry” or

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group of industries. The assets underlying such securities may be represented by a portfolio of first lien residential mortgages or commercial mortgage-backed securities (including both whole mortgage loans and mortgage participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the FHA or the VA. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.

Collateralized Mortgage Obligations and Real Estate Mortgage Investment Conduits (“CMOs”). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac, Fannie Mae, or private entities, and their income streams. Some CMOs are directly supported by other CMOs, which in turn are supported by mortgage pools.

CMOs are issued in multiple classes, often referred to as “tranches,” with each tranche having a specific fixed or floating coupon rate and stated maturity or final distribution date. Payments of principal normally are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the holders of the CMOs. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. The differing structures of CMO classes may create a wide variety of investment characteristics, such as yield, effective maturity, and interest rate sensitivity. As market conditions change, however, and particularly during periods of rapid or unanticipated changes in market interest rates, the attractiveness of the CMO classes and the ability of the structure to provide the anticipated investment characteristics may be significantly reduced. These changes can result in volatility in the market value, and in some instances reduced liquidity, of the CMO class. The CMO structure allows the issuer to use cash flows of long maturity, monthly-pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives and risk characteristics.

The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates and will affect the yield and price of CMOs. In addition, if the collateral securing CMOs or any third-party guarantees are insufficient to make payments, a Fund could sustain a loss.

Privately issued CMOs are arrangements in which the underlying mortgages are held by the issuer, which then issues debt collateralized by the underlying mortgage assets. Such securities may be backed by mortgage insurance, letters of credit, or other credit enhancing features. Although payment of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies and instrumentalities, these CMOs represent obligations solely of the private issuer and are not insured or guaranteed by the U.S. Government, its agencies and instrumentalities, or any other person or entity. New types of CMO tranches have evolved. These include floating rate CMOs, inverse floating rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these newer structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which the Fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of MBS. CMOs may include real estate investment conduits (“REMICs”), which are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. The Fund may invest in, among others, parallel pay CMOs and Planned Amortization Class CMOs (“PAC Bonds”). Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one tranche.

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These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each tranche that, as with other CMO structures, must be retired by its stated maturity date or final distribution date but may be retired earlier. PAC Bonds are a form of parallel pay CMO, with the required principal payment on such securities having the highest priority after interest has been paid to all classes. PAC Bonds generally require payments of a specified amount of principal on each payment date.

CMOs are issued in multiple classes, each bearing a different stated maturity. Payments of principal normally are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.

Commercial Mortgage-Backed Securities . Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including mortgage dollar rolls, or stripped mortgage-backed securities.

Mortgage Dollar Rolls . The Fund may enter into mortgage dollar rolls in which the Fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Fund loses the right to receive principal (including prepayments of principal) and interest paid on the securities sold. However, the Fund may benefit from the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. The Fund will hold and maintain in a segregated account until the settlement date cash or liquid securities in an amount equal to the forward purchase price.

Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to whom the Fund sells the security becomes insolvent, the Fund’s right to purchase or repurchase the mortgage-related securities subject to the mortgage dollar roll may be restricted. Also, the instrument that the Fund is required to repurchase may be worth less than an instrument that the Fund originally held. Successful use of mortgage dollar rolls will depend upon Lord Abbett’s ability to manage the Fund’s interest rate and mortgage prepayments exposure. For these reasons, there is no assurance that mortgage dollar rolls can be successfully employed. The use of this technique may diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage dollar rolls.

Stripped Mortgage-Backed Securities (“SMBS”). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities of the foregoing. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The value of an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may cause the Funds to lose money. The value of a PO class generally increases as interest rates decline and prepayment rates rise. Some IOs and POs are structured to have special protections against the effects of prepayments. These structural protections, however, normally are effective only within certain ranges of prepayment rates and thus will not protect investors in all circumstances. The price of these securities typically is more volatile than that of coupon bearing bonds of the same maturity.

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To Be Announced “TBA” Sale Commitments. The Fund may enter into TBA sale commitments to sell mortgage backed securities that it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities or an offsetting TBA purchase commitment deliverable on or before the sale commitment date are held as “cover” for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, according to the Fund’s valuation procedures. The contract is adjusted to market value daily and the change in market value is recorded by the Fund as unrealized appreciation (depreciation). If the TBA sale (purchase) commitment is closed through the acquisition of an offsetting purchase (sale) commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into.

Other Asset-Backed Securities. The Fund, in accordance with its investment objective and policies, may invest in asset-backed securities (unrelated to mortgage loans). Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. In addition to prepayment and extension risks, these securities present credit risks that are not inherent in mortgage-related securities because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables generally are unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on these securities.

Municipal Bonds. Alpha Strategy Fund may invest up to 5% of its net assets in municipal bonds that, at the time of purchase, are rated investment grade or below investment grade by a rating agency or are unrated but determined by Lord Abbett to be of comparable quality. In addition, Alpha Strategy Fund may gain exposure to municipal bonds of any quality through investments in certain underlying funds.

In general, municipal bonds are debt obligations issued by or on behalf of states, territories and possessions of the U.S., the District of Columbia, Puerto Rico, Guam, and their political subdivisions, agencies and instrumentalities. Municipal bonds are issued to obtain funds for various public purposes, including the construction of bridges, highways, housing, hospitals, mass transportation, schools, streets, and water and sewer works. They may be used to refund outstanding obligations, to obtain funds for general operating expenses, or to obtain funds to lend to other public institutions and facilities and in anticipation of the receipt of revenue or the issuance of other obligations. In addition, the term “municipal bonds” may include certain types of “private activity” bonds, including industrial development bonds issued by public authorities to obtain funds to provide privately-operated housing facilities, sports facilities, convention or trade show facilities, airport, mass transit, port or parking facilities, air or water pollution control facilities, and certain facilities for water supply, gas, electricity, or sewerage or solid waste disposal. Under the Tax Reform Act of 1986, as amended, substantial limitations were imposed on new issues of municipal bonds to finance privately-operated facilities. The interest on municipal bonds generally is excludable from most investors’ gross income for federal income tax purposes. From time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a Fund to achieve its investment objectives.

The two principal classifications of municipal bonds are “general obligation” and limited obligation or “revenue bonds.” General obligation bonds are secured by the pledge of the faith, credit, and taxing authority of the municipality for the payment of principal and interest. The taxes or special assessments that can be levied for the payment of debt service may be limited or unlimited as to rate or amount. Revenue bonds are not backed by the credit and taxing authority of the issuer, and are payable only from the revenues derived from a particular facility or

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class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Nevertheless, the obligations of the issuer of a revenue obligation may be backed by a letter of credit, guarantee, or insurance. “Private activity” bonds are, in most cases, revenue bonds and generally do not constitute the pledge of the faith, credit, or taxing authority of the municipality. The credit quality of such municipal bonds usually is directly related to the credit standing of the user of the facilities. There are variations in the security of municipal bonds, both within a particular classification and between classifications, depending on numerous factors. General obligation and revenue bonds may be issued in a variety of forms, including commercial paper, fixed, variable, and floating rate securities, tender option bonds, auction rate bonds, zero coupon bonds, deferred interest bonds, and capital appreciation bonds.

In addition, municipal bonds include municipal leases, certificates of participation and “moral obligation” bonds. A municipal lease is an obligation issued by a state or local government to acquire equipment or facilities. Certificates of participation represent interests in municipal leases or other instruments, such as installment purchase agreements. Moral obligation bonds are supported by a moral commitment but not a legal obligation of a state or local government. Municipal leases, certificates of participation, and moral obligation bonds frequently involve special risks not normally associated with general obligation or revenue bonds. In particular, these instruments permit governmental issuers to acquire property and equipment without meeting constitutional and statutory requirements for the issuance of debt. If, however, the governmental issuer does not periodically appropriate money to enable it to meet its payment obligations under these instruments, it cannot be legally compelled to do so. If a default occurs, the collateral securing the lease obligation may be difficult to dispose of and the Fund may suffer significant losses. Some municipal leases, certificates of participation, and moral obligation bonds may be illiquid.

Municipal bonds also may be in the form of a tender option bond, which is a municipal bond (generally held pursuant to a custodial agreement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term, tax-exempt rates. The bond typically is issued with the agreement of a third party, such as a bank, broker-dealer, or other financial institution, which grants the security holders the option, at periodic intervals, to tender their securities to the institution. After payment of a fee to the financial institution that provides this option, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term, tax-exempt rate. An institution may not be obligated to accept tendered bonds in the event of certain defaults or a significant downgrading in the credit rating assigned to the issuer of the bond. The tender option will be taken into account in determining the maturity of the tender option bonds and the Fund’s duration. There is a risk that the Fund will not be considered the owner of a tender option bond for federal income tax purposes, and thus will not be entitled to treat such interest as exempt from federal income tax. Certain tender option bonds may be illiquid.

The value of floating and variable rate obligations, including variable rate demand notes, generally is more stable than that of a fixed rate obligation in response to changes in interest rate levels. The issuers or financial intermediaries providing demand features may support their ability to purchase the obligations by obtaining credit with liquidity supports. These may include lines of credit, which are conditional commitments to lend, and letters of credit, which ordinarily will be irrevocable, both of which may be issued by domestic banks or foreign banks.

Municipal bonds and issuers of municipal bonds may be more susceptible to downgrade, default, and bankruptcy as a result of recent periods of economic stress. Factors contributing to the economic stress may include: lower property tax collections as a result of lower home values, lower sales tax revenue as a result of reduced consumer spending, lower income tax revenue as a result of higher unemployment rates, and budgetary constraints of local, state, and federal governments upon which issuers of municipal securities may be relying for funding. In addition, as certain municipal bonds may be secured or guaranteed by banks and other institutions, the risk to the Fund could increase if the banking, insurance, or other parts of the financial sector suffer an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. Such a downgrade or risk of being downgraded may have an adverse effect on the market prices of bonds and thus the value of the Fund’s investment. Further, a state, municipality, public authority, or other issuers of municipal bonds may file for bankruptcy, which may significantly affect the value of the bonds issued by such issuers and therefore the value of the Fund’s investment. As a result of recent turmoil in the municipal bond market, several municipalities filed for bankruptcy protection or indicated that they may seek bankruptcy protection in the future.

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Municipal bonds also are subject to the risk that the perceived increase in the likelihood of default or downgrade among municipal issuers as a result of recent market conditions could result in increased illiquidity, volatility, and credit risk. In addition, certain municipal issuers may be unable to access the market to sell bonds or, if able to access the market, may be forced to issue securities at much higher rates. Should these municipal issuers fail to sell bonds when and at the rates projected, these entities could experience significantly increased costs and a weakened overall cash position in the current fiscal year and beyond. These events also could result in decreased investment opportunities for the Fund and lower investment performance.

The yields on municipal bonds depend on a variety of factors, including general market conditions, supply and demand, general conditions of the municipal bond market, size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Ratings Services (“Standard & Poor’s”), and Fitch Ratings (“Fitch”) represent their opinions as to the quality of the municipal bonds that they undertake to rate. It should be emphasized, however, that such ratings are general and are not absolute standards of quality. Consequently, municipal bonds with the same maturity, coupon, and rating may have different yields when purchased in the open market, while municipal bonds of the same maturity and coupon with different ratings may have the same yield. Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not evaluate the market value risk of non-investment grade securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the conditions of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality.

Some municipal bonds feature credit enhancements, such as lines of credit, municipal bond insurance, and standby bond purchase agreements (“SBPAs”). There is no assurance that any of the municipal bonds purchased by the Fund are subject to these types of guarantees. SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance, which usually is purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of the Fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA usually are subject to numerous conditions, including the continued creditworthiness of the underlying borrower, bond issuer, or bond insurer.

Non-U.S. Government and Supranational Debt Securities. Alpha Strategy Fund invest in debt securities of governmental issuers in all countries, including emerging market countries, consistent with its prospectus. These sovereign debt securities may include: fixed income securities issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging market countries; fixed income securities issued by government owned, controlled or sponsored entities located in emerging market countries; interests in entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the above issuers; Brady Bonds, which are described above; participations in loans between emerging market governments and financial institutions; or fixed income securities issued by supranational entities such as the World Bank or the European Economic Community. A supranational entity is a bank, commission or company established or financially supported by the national governments of one or more countries to promote reconstruction or development.

Investment in the debt of foreign governments can involve a high degree of risk. The governmental entity that controls the repayment of debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entity’s willingness or ability to repay principal and

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interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity’s policy towards the International Monetary Fund or the World Bank and the political constraints to which a governmental entity may be subject. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international price of such commodities. Increased protectionism on the part of a country’s trading partners, or political changes in those countries, could also adversely affect its exports. Such events could diminish a country’s trade account surplus, if any, or the credit standing of a particular local government or agency. Governmental entities also may be dependent on expected disbursements from other foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the governmental entity, which may further impair such debtor’s ability or willingness to timely service its debts. Consequently, governmental entities may default on their debt. In addition, holders of foreign government obligations may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. The interests of holders of sovereign debt could be adversely affected in the course of restructuring arrangements. Furthermore, some of the participants in the secondary market for sovereign debt may also be directly involved in negotiating the terms of these arrangements and may, therefore, have access to information not available to other market participants. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of certain issuers of sovereign debt. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on such debt.

Foreign investment in certain sovereign debt is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in such sovereign debt and increase the costs and expenses of the Fund. Certain countries in which the Fund may invest require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries or impose additional taxes on foreign investors. Certain issuers may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in a country’s balance of payments the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.

Preferred Stock, Warrants, and Rights. Each Fund may invest in preferred stock, warrants, and rights. Preferred stocks are securities that evidence ownership in a corporation and pay a fixed or variable stream of dividends. They represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stockholders, but after bond holders and other creditors. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, typically may not be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Investments in preferred stock are subject to market and liquidity risks. The value of a preferred stock may be highly sensitive to the economic condition of the issuer, and markets for preferred stock may be less liquid than the market for the issuer’s common stock.

Warrants are options to buy from the issuer a stated number of shares of common stock at a specified price, usually higher than the market price at the time of issuance, at any time during the life of the warrant. Rights represent a privilege offered to holders of record of issued securities to subscribe (usually on a pro rata basis) for additional securities of the same class, of a different class or of a different issuer, usually at a price below the initial offering price of the common stock and before the common stock is offered to the general public. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. Warrants and rights usually are freely transferable. The value of a warrant or right may not necessarily change with the value of the underlying securities. Warrants and rights cease to have value if they are not exercised before their

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expiration date. The risk of investing in a warrant or a right is that the warrant or the right may expire before the market value of the common stock exceeding the price fixed by the warrant or the right. Investments in warrants and rights are thus speculative and may result in a total loss of the money invested.

Real Estate Investment Trusts (“REITs”). Each Fund may invest in REITs, which are pooled investment vehicles that invest primarily in either real estate or real estate related loans. REITs generally derive their income from rents on the underlying properties or interest on the underlying loans, and the value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT or changes in interest rates affecting the underlying loans owned by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs also are subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems, changes in interest rates, decreases in market rates for rents, increases in competition, property taxes, capital expenditures or operating expenses, and other economic, political, or regulatory occurrences affecting the real estate industry. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. Each Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.

Repurchase Agreements. Each Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction by which the purchaser acquires a security (or basket of securities) and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The resale price reflects the purchase price plus an agreed-upon market rate of interest that is unrelated to the coupon rate or date of maturity of the purchased security. Each Fund requires at all times that the repurchase agreement be collateralized by cash or by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises (“U.S. Government Securities”) having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). Such agreements permit a Fund to keep all of its assets at work while retaining flexibility in pursuit of investments of a longer term nature.

Repurchase agreements are considered a form of lending under the Act. A repurchase agreement with more than seven days to maturity is considered an illiquid security and is subject to the Funds’ non-fundamental investment restriction on illiquid securities.

The use of repurchase agreements involves certain risks. For example, if the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a Fund may incur a loss upon disposition of them. Even though the repurchase agreements may have maturities of seven days or less, they may lack liquidity, especially if the issuer encounters financial difficulties. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a court may determine that the underlying securities are collateral not within the control of a Fund and, therefore, the Fund may incur delays in disposing of the security and/or may not be able to perfect its interest in the underlying securities and may be deemed an unsecured creditor of the seller of the agreement. Each Fund intends to limit repurchase agreements to transactions with dealers and financial institutions believed by Lord Abbett, as the investment manager, to present minimal credit risks. Lord Abbett will monitor the creditworthiness of the repurchase agreement sellers on an ongoing basis.

Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells a security to a securities dealer or bank for cash and also agrees to repurchase the same security later at a set price. Reverse repurchase agreements expose a Fund to credit risk (that is, the risk that the counterparty will fail to resell the security to the Fund). This risk is greatly reduced because a Fund generally receives cash equal to 98% of the price of the security sold. Engaging in reverse repurchase agreements also may involve the use of leverage, in that a Fund may reinvest the cash it receives in additional securities. Each Fund will attempt to minimize this risk by managing its duration.

Reverse repurchase agreements are considered a form of borrowing under the Act. Each Fund’s reverse repurchase agreements will not exceed 20% of the Fund’s net assets.

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Senior Loans. Alpha Strategy Fund may invest in senior loans. A senior loan typically is originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the senior loan on behalf of the other Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan Investors.

Senior loans primarily include senior floating rate loans and secondarily senior floating rate debt obligations (including those issued by an asset-backed pool), and interests therein. Loan interests may take the form of direct interests acquired during a primary distribution and also may take the form of assignments of, novations of, or participations in a bank loan acquired in secondary markets. Such loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are Loan Investors or from other investors in loan interests.

Purchasers of senior loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate or other borrower for payment of principal and interest. If the Fund does not receive scheduled interest or principal payments on such indebtedness, the net asset value, market price, and/or yield of the common shares could be adversely affected. Senior loans that are fully secured may offer the Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of any collateral from a secured senior loan would satisfy the borrower’s obligation, or that such collateral could be liquidated.

Senior loans and interests in other bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what Lord Abbett believes to be a fair price.

Senior loans usually require, in addition to scheduled payments of interest and principal, the prepayment of the senior loan from free cash flow. The degree to which borrowers prepay senior loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower, and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Fund derives interest income will be reduced. However, the Fund may receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new senior loan with the proceeds from the prepayment of the former. The effect of prepayments on the Fund’s performance may be mitigated by the receipt of prepayment fees and the Fund’s ability to reinvest prepayments in other senior loans that have similar or identical yields.

The Fund also may invest in bridge loans, which are short-term loan arrangements (typically 12 to 18 months) usually made by a Borrower in anticipation of receipt of intermediate-term or long-term permanent financing. Most bridge loans are structured as floating-rate debt with step-up provisions under which the interest rate on the bridge loan rises the longer the loan remains outstanding. In addition, bridge loans commonly contain a conversion feature that allows the bridge Loan Investor to convert its interest to senior exchange notes if the loan has not been prepaid in full on or before its maturity date. Bridge loans may be subordinate to other debt and may be secured or undersecured.

The Fund typically purchases “Assignments” from the Agent or other Loan Investors. The purchaser of an Assignment typically succeeds to all the rights and obligations under the Loan Agreement of the assigning Loan Investor and becomes a Loan Investor under the Loan Agreement with the same rights and obligations as the assigning Loan Investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Loan Investor.

The Fund also may invest in “Participations.” Participations by the Fund in a Loan Investor’s portion of a senior loan typically will result in the Fund having a contractual relationship only with such Loan Investor, not with the Borrower. As a result, the Fund may have the right to receive payments of principal, interest and any fees to which it is entitled only from the Loan Investor selling the Participation and only upon receipt by such Loan Investor of such payments from the Borrower. In connection with purchasing Participations, the Fund generally will have no

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right to enforce compliance by the Borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other Loan Investors through set-off against the Borrower and the Fund may not directly benefit from the collateral supporting the senior loan in which it has purchased the Participation. As a result, the Fund may assume the credit risk of both the Borrower and the Loan Investor selling the Participation. If a Loan Investor selling a Participation becomes insolvent, the Fund may be treated as a general creditor of such Loan Investor. The selling Loan Investors and other persons interpositioned between such Loan Investors and the Fund with respect to such Participations likely will conduct their principal business activities in the banking, finance and financial services industries. Persons engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, governmental regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally.

The Fund intends to acquire Participations only if the Loan Investor selling the Participation, and any other persons interpositioned between the Fund and the Loan Investor, at the time of investment has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by S&P or Baa or P-3 or higher by Moody’s or comparably rated by another rating agency or determined by Lord Abbett to be of comparable quality. Securities rated Baa by Moody’s have speculative characteristics. Similarly, the Fund will purchase an Assignment or Participation or act as a Loan Investor with respect to a syndicated senior loan only where the Agent as to such senior loan at the time of investment has outstanding debt or deposit obligations rated investment grade by a rating agency or determined by Lord Abbett to be of comparable quality. Long-term debt rated BBB by S&P is regarded by S&P as having adequate capacity to pay interest and repay principal and debt rated Baa by Moody’s is regarded by Moody’s as a medium grade obligation, i.e. , it is neither highly protected nor poorly secured. Commercial paper rated A-3 by S&P indicates that S&P believes such obligations exhibit adequate protection parameters but that adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation and issues of commercial paper rated P-3 by Moody’s are considered by Moody’s to have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced.

For some loans, such as revolving credit facility loans (“revolvers”), a Loan Investor may have certain obligations pursuant to the Loan Agreement that may include the obligation to make additional loans in certain circumstances. The Fund generally will reserve against these contingent obligations by segregating or otherwise designating a sufficient amount of permissible liquid assets. Delayed draw term loans are similar to revolvers, except that once drawn upon by the borrower during the commitment period, they remain permanently drawn and become term loans. A prefunded L/C term loan is a facility created by the Borrower in conjunction with an Agent, with the loan backed by letters of credit. Each participant in a prefunded L/C term loan fully funds its commitment amount to the Agent for the facility.

Short Sales. Each Fund may make short sales of securities or maintain a short position if, at all times when a short position is open, the Fund owns an equal amount of such securities (or securities convertible into or exchangeable into an equal amount of such securities) without payment of any further consideration. This is commonly referred to as a “short sale against the box.” A Fund may engage in such a transaction, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If a Fund sells securities short against the box, it may protect itself from loss if the price of the securities declines in the future, but will lose the opportunity to profit on such securities if the price rises. A Fund may not engage in any other type of short selling and does not intend to have more than 5% of its net assets (determined at the time of the short sale) subject to short sales. This limit does not apply to a Fund’s use of short positions in futures contracts, including U.S. Treasury note futures, securities index futures, or in other security futures, for bona fide hedging or cash management purposes or to pursue risk management strategies.

U.S. Government Securities. Alpha Strategy Fund may invest in obligations of the U.S. Government and its agencies and instrumentalities, including Treasury bills, notes, bonds and certificates of indebtedness that are issued or guaranteed as to principal or interest by the U.S. Treasury or U.S. Government sponsored enterprises. The U.S. Government is under no legal obligation, in general, to purchase the obligations of its agencies, instrumentalities, or sponsored enterprises. No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies, instrumentalities, or sponsored enterprises in the future, and the U.S. Government may be

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unable to pay debts when due. For more information, please see the section “ Guarantors of Mortgage-Backed Securities ” above.

Securities of Government Sponsored Enterprises. The Fund may invest extensively in securities issued or guaranteed by agencies or instrumentalities of the U.S. Government, such as Ginnie Mae, Fannie Mae, Freddie Mac, Federal Home Loan Banks (“FHLBanks”), and Federal Agricultural Mortgage Corporation (“Farmer Mac”). Ginnie Mae is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured or guaranteed by the Federal Housing Administration, the Department of Veterans Affairs, the Rural Housing Service, or the U.S. Department of Housing and Urban Development. Fannie Mae, Freddie Mac, and Farmer Mac are federally chartered public corporations owned entirely by their shareholders; the FHLBanks are federally chartered corporations owned by their member financial institutions. Although Fannie Mae, Freddie Mac, Farmer Mac, and the FHLBanks guarantee the timely payment of interest and ultimate collection of principal with respect to the securities they issue, their securities are not backed by the full faith and credit of the U.S. Government.

When-Issued or Forward Transactions. Each Fund may purchase portfolio securities on a when-issued or forward basis. When-issued or forward transactions involve a commitment by a Fund to purchase securities, with payment and delivery (“settlement”) to take place in the future, in order to secure what is considered to be an advantageous price or yield at the time of entering into the transaction. When-issued purchases and forward transactions are negotiated directly with the other party, and such commitments are not traded on exchanges. The value of fixed income securities to be delivered in the future will fluctuate as interest rates vary. During the period between purchase and settlement, the value of the securities will fluctuate and assets consisting of cash and/or marketable securities (normally short-term U.S. Government Securities) marked to market daily in an amount sufficient to make payment at settlement will be segregated at a Fund’s custodian in order to pay for the commitment. Securities purchased or sold on a when-issued or forward commitment basis involve a risk of loss if the value of the security to be purchased declines before the settlement date or if the value of the security to be sold increases before the settlement date. At the time a Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the liability for the purchase and the value of the security in determining its NAV. A Fund also generally is required to identify on its books cash and liquid assets in an amount sufficient to meet the purchase price unless the Fund’s obligations are otherwise covered. Alternatively, a Fund may enter into offsetting contracts for the forward sale of other securities that it owns. A Fund generally will purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, a Fund may dispose of or negotiate a commitment after entering into it. A Fund also may sell securities it has committed to purchase before those securities are delivered to a Fund on the settlement date. Under no circumstances will settlement for such securities take place more than 120 days after the purchase date.

Temporary Defensive Investments. As described in the prospectus, each Fund is authorized to temporarily invest a substantial amount, or even all, of its assets in various short-term fixed income securities to take a defensive position. Temporary defensive securities include:

U.S. Government Securities.

Commercial paper. Commercial paper consists of unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is issued in bearer form with maturities generally not exceeding nine months. Commercial paper obligations may include variable amount master demand notes.

Bank certificates of deposit and time deposits. Certificates of deposit are certificates issued against funds deposited in a bank or a savings and loan. They are issued for a definite period of time and earn a specified rate of return.

Bankers’ acceptances. Bankers’ acceptances are short-term credit instruments evidencing the obligation of a bank to pay a draft that has been drawn on it by a customer. These instruments reflect the obligations both of the bank and of the drawer to pay the face amount of the instrument upon maturity. They primarily are used to finance the import, export, transfer or storage of goods. They are “accepted” when a bank guarantees their payment at maturity.

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Repurchase agreements with maturities of less than seven days.

Registered money market funds. The SEC recently adopted changes to the rules that govern money market funds. These changes have a phase-in period ranging from mid-2015 (primarily for certain new disclosure-related requirements) to the latter half of 2016 (for the most significant changes, such as the imposition of a floating NAV and the possible imposition of redemption fees and/or the temporary suspension of redemption privileges if a fund’s portfolio liquidity falls below certain required minimum levels because of market conditions or other factors). While the industry is still assessing the impact of these rule changes, they may affect the investment strategies, performance, operating expenses, and structure of money market funds.

Comparable foreign fixed income securities.

Policies and Procedures Governing Disclosure of Portfolio Holdings. Lord Abbett regularly makes information about the Funds’ portfolio holdings available to the general public at www.lordabbett.com . For equity and fixed income Funds, Lord Abbett generally makes a list of the Funds’ top ten holdings publicly available monthly with a 15-day delay (lag) and aggregate holdings information publicly available monthly with a 30-day delay (lag). Lord Abbett generally makes holdings information for each fund-of-funds publicly available without any delay and for the money market fund publicly available one day after the reporting date or period. In addition, consistent with its fiduciary duty and applicable legal requirements, Lord Abbett may release nonpublic portfolio holdings information to selected third parties to assist with a variety of investment, distribution, and operational processes. For example, Lord Abbett may disclose information about the Funds’ portfolio holdings to a pricing vendor for use in valuing a security. More specifically, Lord Abbett may provide portfolio holdings information to the following categories of third parties before making it available to the public, with a frequency and lag deemed appropriate under the circumstances:

Service providers that render accounting, custody, legal, pricing, proxy voting, trading, and other services to the Fund;

Financial intermediaries that sell Fund shares;

Portfolio evaluators such as Lipper Analytical Services, Inc. and Morningstar, Inc.;

Data aggregators such as Bloomberg;

Other advisory clients of Lord Abbett that may be managed in a style substantially similar to that of the Funds, including institutional clients and their consultants, managed account program sponsors, and unaffiliated mutual funds; and

Other third parties that may receive portfolio holdings information from Lord Abbett on a case-by-case basis with the authorization of the Funds’ officers.

The Board has adopted policies and procedures that are designed to manage conflicts of interest that may arise from Lord Abbett’s selective disclosure of portfolio holdings information and prevent potential misuses of such information. Lord Abbett’s Chief Compliance Officer administers these policies and procedures and reports to the Board at least annually about the operation of the policies and procedures as part of the Board’s oversight of the Funds’ compliance program.

Under the policies and procedures, Lord Abbett may selectively disclose portfolio holdings information only when it has a legitimate business purpose for doing so and the recipient is obligated to keep the information confidential and not trade based on it (typically by a confidentiality agreement). Pursuant to these policies and procedures, Lord Abbett provides certain portfolio holdings information to SG Constellation, LLC (“SGC”), which provides financing for the distribution of the Lord Abbett Funds’ Class B shares. Lord Abbett and SGC have entered into a confidentiality agreement that, among other things, forbids SGC and its officers, employees, and agents from taking any inappropriate action based on the portfolio holdings information provided by Lord Abbett. The fees payable to SGC are based in part on the value of the Funds’ portfolio securities. To reduce the exposure of such fees to market volatility, SGC aggregates the portfolio holdings information provided by all of the mutual funds that participate in its Class B share financing program (including the Lord Abbett Funds) and may engage in certain hedging

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transactions based on this information. However, SGC will not engage in transactions based solely on the Funds’ portfolio holdings.

Neither the Funds nor Lord Abbett or any of their respective affiliates receives any compensation for disclosing information about the Funds’ portfolio holdings. For this purpose, compensation does not include ordinary investment management or service provider fees.

The portfolio holdings of Lord Abbett’s similarly managed advisory clients may closely mirror the Funds’ portfolio holdings. These clients are not subject to the same portfolio holdings disclosure policies and procedures as the Funds and therefore may disclose information about their own portfolio holdings information more frequently than the Funds disclose information about their portfolio holdings. To mitigate the risk that a recipient of such information could trade ahead of or against the Funds, Lord Abbett seeks assurances that clients will protect the confidentiality of portfolio holdings information by not disclosing it until Lord Abbett makes the Funds’ portfolio holdings publicly available. Lord Abbett also may monitor its clients’ trading activity, particularly in cases in which clients recently received sensitive portfolio holdings information.

The Board also reviews the Funds’ policies and procedures governing these arrangements on an annual basis. These policies and procedures may be modified at any time with the approval of the Board.

Fund Portfolio Information Recipients. Attached as Appendix A is a list of the third parties that are eligible to receive portfolio holdings information pursuant to ongoing arrangements under the circumstances described above.

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Management of the Funds

The Board is responsible for the management of the business and affairs of the Trust in accordance with the laws of the State of Delaware. The Board elects officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. As generally discussed in the Funds’ semiannual report to shareholders, the Board also approves an investment adviser to each Fund and continues to monitor the cost and quality of the services the investment adviser provides, and annually considers whether to renew the contract with the adviser. Generally, each Trustee holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Trust’s organizational documents.

Lord Abbett, a Delaware limited liability company, is the Funds’ investment adviser. Designated Lord Abbett personnel are responsible for the day-to-day management of the Funds.

Board Leadership Structure

The Board currently has nine Trustees, eight of whom are persons who are not “interested persons” of the Funds, sometimes referred to as independent directors/trustees or “Independent Trustees.” E. Thayer Bigelow, an Independent Trustee, serves as the Chairman of the Board. The Board has determined that its leadership structure is appropriate in light of the composition of the Board and its committees and Mr. Bigelow’s long tenure with the Board. The Board believes that its leadership structure enhances the effectiveness of the Board’s oversight role.

The Board generally meets seven times a year, and may hold additional special meetings to address specific matters that arise between regularly scheduled meetings. The Independent Trustees also meet regularly without the presence of management and are advised by independent legal counsel.

As discussed more fully below, the Board has delegated certain aspects of its oversight function to committees comprised solely of Independent Trustees. The committee structure facilitates the Board’s timely and efficient consideration of matters pertinent to the Funds’ business and affairs and their associated risks.

For simplicity, the following sections use the term “directors/trustees” to refer to Trustees of the Trust and the directors/trustees of all other Lord Abbett Funds.

Interested Trustee

Ms. Foster is affiliated with Lord Abbett and is an “interested person” of the Trust as defined in the Act. Ms. Foster is a director/trustee and officer of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 58 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During the Past Five Years


Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Trustee and President since 2006; Chief Executive Officer since 2012	Principal Occupation: Managing Partner of Lord Abbett, joined Lord Abbett in 1990. Other Directorships: None.

Independent Trustees

The following Independent Trustees also are directors/trustees of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 58 portfolios or series.

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Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During the Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Trustee since 1994; Chairman since 2013	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998–2000). Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009–2010).

Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Trustee since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991–2009). Other Directorships: None.

Eric C. Fast Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1949)	Trustee since 2014	Principal Occupation: Chief Executive Officer of Crane Co., an industrial products company (2001–2014). Other Directorships: Currently serves as director of Automatic Data Processing, Inc. (since 2007) and Regions Financial Corporation (since 2010). Previously served as a director of Crane Co. (1999–2014).

Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Trustee since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004–2010). Other Directorships: None.

Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Trustee since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998). Other Directorships: Currently serves as director of Anthem, Inc., a health benefits company (since 1994).

Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2001	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004). Other Directorships: Currently serves as director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009), and as director of Molson Coors Brewing Company (since 2002).

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Name, Address and Year of Birth	Current Position and Length of Service with the Trust	Principal Occupation and Other Directorships During the Past Five Years


James M. McTaggart Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2012	Principal Occupation: Independent management advisor and consultant (since 2012); Vice President, CRA International, Inc. (doing business as Charles River Associates), a global management consulting firm (2009–2012); Founder and Chairman of Marakon Associates, Inc., a strategy consulting firm (1978–2009); and Officer and Director of Trinsum Group, a holding company (2007–2009). Other Directorships: Currently serves as director of Blyth, Inc., a home products company (since 2004).

James L.L. Tullis Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Trustee since 2006	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990); CEO of Tullis Health Investors Inc. (since 2012). Other Directorships: Currently serves as director of Crane Co. (since 1998).

Officers

None of the officers listed below have received compensation from the Trust. All of the officers of the Trust also may be officers of the other Lord Abbett Funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation During the Past Five Years” column indicate each officer’s position(s) and title(s) with Lord Abbett. Each officer serves for an indefinite term ( i.e. , until his or her death, resignation, retirement, or removal).

Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During the Past Five Years


Daria L. Foster (1954)	President and Chief Executive Officer	Elected as President in 2006 and Chief Executive Officer in 2012	Managing Partner of Lord Abbett, joined Lord Abbett in 1990.


Sean J. Aurigemma (1969)	Executive Vice President	Elected in 2010	Portfolio Manager, joined Lord Abbett in 2007.


Robert I. Gerber (1954)	Executive Vice President	Elected in 2005	Partner and Chief Investment Officer, joined Lord Abbett in 1997.


Todd D. Jacobson (1966)	Executive Vice President	Elected in 2003	Partner and Associate Director, joined Lord Abbett in 2003.

Thomas B. Maher (1967)	Executive Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2003.


Giulio Martini (1955)	Executive Vice President	Elected in 2015	Director of Strategic Asset Allocation, joined Lord Abbett in 2015 and was formerly Global Investment Strategist at Anderson Global Macro LLC (2012–2015) and Chief Investment Officer of Currency Strategies at AllianceBernstein (1985–2012).

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Name and Year of Birth	Current Position with the Trust	Length of Service of Current Position	Principal Occupation During the Past Five Years
Justin C. Maurer (1969)	Executive Vice President	Elected in 2008	Partner and Portfolio Manager, joined Lord Abbett in 2001.

Vincent J. McBride (1964)	Executive Vice President	Elected in 2003	Partner and Director, joined Lord Abbett in 2003.

F. Thomas O’Halloran, III (1955)	Executive Vice President	Elected in 2003	Partner and Portfolio Manager, joined Lord Abbett in 2001.

A. Edward Allinson (1961)	Vice President	Elected in 2011	Portfolio Manager, joined Lord Abbett in 2005.


John W. Ashbrook (1964)	Vice President and Assistant Secretary	Elected in 2014	Assistant General Counsel, joined Lord Abbett in 2008.

Vernon T. Bice (1974)	Vice President	Elected in 2016	Portfolio Manager, joined Lord Abbett in 2011.


Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Financial and Operations Officer, joined Lord Abbett in 1999.

Matthew R. DeCicco (1977)	Vice President	Elected in 2015	Portfolio Manager, joined Lord Abbett in 1999.


Brooke A. Fapohunda (1975)	Vice President and Assistant Secretary	Elected in 2014	Deputy General Counsel, joined Lord Abbett in 2006.


John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Partner and Deputy General Counsel, joined Lord Abbett in 2004.

Lawrence H. Kaplan (1957)	Vice President and Secretary	Elected in 1997	Partner and General Counsel, joined Lord Abbett in 1997.

David J. Linsen (1974)	Vice President	Elected in 2011	Partner and Director, joined Lord Abbett in 2001.

Joseph M. McGill (1962)	Chief Compliance Officer	Elected in 2014	Chief Compliance Officer, joined Lord Abbett in 2014 and was formerly Managing Director and the Chief Compliance Officer at UBS Global Asset Management (2003 –2013).

A. Edward Oberhaus, III (1959)	Vice President	Elected in 1993	Partner and Director, joined Lord Abbett in 1983.

Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007.

Arthur K. Weise (1970)	Vice President	Elected in 2011	Partner and Portfolio Manager, joined Lord Abbett in 2007.

Scott S. Wallner (1955)	AML Compliance Officer	Elected in 2011	Assistant General Counsel, joined Lord Abbett in 2004.

Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

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Qualifications of Directors/Trustees

The individual qualifications for each of the directors/trustees and related biographical information are noted below. These qualifications led to the conclusion that each should serve as a director/trustee for the Funds, in light of the Funds’ business and structure. In addition to individual qualifications, the following characteristics are among those qualifications applicable to each of the existing directors/trustees and are among the qualifications that the Nominating and Governance Committee will consider for any future nominees:

Irreproachable reputation for integrity, honesty and the highest ethical standards;

Outstanding skills in disciplines deemed by the Nominating and Governance Committee to be particularly relevant to the role of Independent Trustee, including business acumen, experience relevant to the financial services industry generally and the investment industry particularly, and ability to exercise sound judgment in matters relating to the current and long-term objectives of the Funds;

Understanding and appreciation of the important role occupied by an Independent Trustee in the regulatory structure governing registered investment companies;

Willingness and ability to contribute positively to the decision making process for the Funds, including appropriate interpersonal skills to work effectively with other Independent Trustees;

Desire and availability to serve as an Independent Trustee for a substantial period of time;

Absence of conflicts that would interfere with qualifying as an Independent Trustee; and

Diversity of background.

Interested Director/Trustee:

Daria L. Foster. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement.

Independent Directors/Trustees:

E. Thayer Bigelow. Board tenure with the Lord Abbett Family of Funds (since 1994), media investment and consulting experience, chief executive officer experience, entrepreneurial background, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

Robert B. Calhoun, Jr. Board tenure with the Lord Abbett Family of Funds (since 1998), financial services industry experience, leadership experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

Eric C. Fast. Board tenure with the Lord Abbett Family of Funds (since 2014), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement.

Evelyn E. Guernsey. Board tenure with the Lord Abbett Family of Funds (since 2011), financial services industry experience, chief executive officer experience, marketing experience, corporate governance experience, and civic/community involvement.

Julie A. Hill. Board tenure with the Lord Abbett Family of Funds (since 2004), business management and marketing experience, chief executive officer experience, entrepreneurial background, corporate governance experience, service in academia, and civic/community involvement.

Franklin W. Hobbs. Board tenure with the Lord Abbett Family of Funds (since 2000), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

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James M. McTaggart. Board tenure with the Lord Abbett Family of Funds (since 2012), financial services industry experience, chief executive officer experience, entrepreneurial background, corporate governance experience, financial expertise, marketing experience, and civic/community involvement.

James L.L. Tullis. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, and civic/community involvement.

Committees

The standing committees of the Board are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contract Committee. The table below provides information about each such committee’s composition, functions, and responsibilities.

Committee	Committee Members	Number of Meetings Held During the 2015 Fiscal Year	Description
Audit Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Evelyn E. Guernsey James M. McTaggart	5	The Audit Committee is comprised solely of directors/trustees who are not “interested persons” of the Funds. The Audit Committee provides assistance to the Board in fulfilling its responsibilities relating to accounting matters, the reporting practices of the Funds, and the quality and integrity of each Fund’s financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of the Funds’ independent registered public accounting firm and considering violations of the Funds’ Code of Ethics to determine what action should be taken. The Audit Committee meets at least quarterly.

Proxy Committee	Eric C. Fast Julie A. Hill Franklin W. Hobbs James L.L. Tullis	2	The Proxy Committee is comprised of at least two directors/trustees who are not “interested persons” of the Funds, and also may include one or more directors/trustees who are partners or employees of Lord Abbett. Currently, the Proxy Committee comprises solely Independent Trustees. The Proxy Committee (i) monitors the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluates the policies of Lord Abbett in voting securities; and (iii) meets with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest.

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Committee	Committee Members	Number of Meetings Held During the 2015 Fiscal Year	Description
Nominating and Governance Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Eric C. Fast Evelyn E. Guernsey Julie A. Hill Franklin W. Hobbs James M. McTaggart James L.L. Tullis	7	The Nominating and Governance Committee is comprised of all directors/trustees who are not “interested persons” of the Funds. Among other things, the Nominating and Governance Committee is responsible for (i) evaluating and nominating individuals to serve as Independent Trustees and as committee members; and (ii) periodically reviewing director/trustee compensation. The Nominating and Governance Committee has adopted policies for its consideration of any individual recommended by the Funds’ shareholders to serve as an Independent Trustee. A shareholder may submit a nomination to the Board by following the procedures detailed under “Shareholder Communications” below.

Contract Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Eric C. Fast Evelyn E. Guernsey Julie A. Hill Franklin W. Hobbs James M. McTaggart James L.L. Tullis	6	The Contract Committee is comprised of all directors/trustees who are not “interested persons” of the Fund. The Contract Committee conducts much of the factual inquiry undertaken by the directors/trustees in connection with the Board’s annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. During the year, the Committee meets with Lord Abbett management and portfolio management to monitor ongoing developments involving Lord Abbett and each Fund’s portfolio.

Board Oversight of Risk Management

Managing the investment portfolios and the operations of the Funds, like all mutual funds, involves certain risks. Lord Abbett (and other Fund service providers, subject to oversight by Lord Abbett) is responsible for day-to-day risk management for the Funds. The Board oversees the Funds’ risk management as part of its general management oversight function. The Board, either directly or through committees, regularly receives and reviews reports from Lord Abbett about the elements of risk that affect or may affect the Funds, including investment risk, operational risk, compliance risk, and legal risk, among other elements of risk related to the operations of the Funds and Lord Abbett, and the steps Lord Abbett takes to mitigate those risks. The Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports to the Board at least quarterly regarding compliance matters for the Funds, Lord Abbett, and the Funds’ service providers. The Board also has appointed a Chief Legal Officer, who is responsible for overseeing internal reporting requirements imposed under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002, which are designed to ensure that credible indications of material violations of federal securities laws or breaches of fiduciary duty are investigated and are adequately and appropriately resolved.

In addition to the Board’s direct oversight, the Audit Committee and the Contract Committee play important roles in overseeing risk management on behalf of the Funds. The Audit Committee oversees the risk management efforts for financial reporting, pricing and valuation, and liquidity risk and meets regularly with the Funds’ Chief Financial Officer and independent auditors, as well as with members of management, to discuss financial reporting and audit issues, including risks related to financial controls. The Contract Committee regularly meets with the Funds’ portfolio managers and Lord Abbett’s Chief Investment Officer to discuss investment performance achieved by the Funds and the investment risks assumed by the Funds to achieve that performance.

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While Lord Abbett (and the Funds’ service providers) has implemented a number of measures intended to mitigate risk effectively to the extent practicable, it is not possible to eliminate all of the risks that are inherent in the operations of the Funds. Some risks are beyond the control of Lord Abbett and not all risks that may affect the Funds can be identified before the risk arises or before Lord Abbett develops processes and controls to eliminate the occurrence or mitigate the effects of such risks.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Board member(s) should write the Fund directed to the attention of the Secretary of the Fund, at 90 Hudson Street, Jersey City, New Jersey 07302-3973. Communications to the Board must be signed by the shareholder and must specify: (1) the shareholder’s name and address, (2) the Fund(s) in which the shareholder owns shares, (3) the number of Fund shares owned by the shareholder, and (4) for shares held in “street name,” the name of the financial intermediary that holds Fund shares in its name for the shareholder’s benefit. The Secretary will forward such communications to the Board or the applicable Board member(s) at the next regularly scheduled meeting, if practicable, or promptly after receipt if the Secretary determines that the communications require more immediate attention.

Compensation Disclosure

The following table summarizes the compensation paid to each of the independent directors/trustees.

The second column of the following table sets forth the compensation accrued by the Trust for independent directors/trustees. The third column sets forth the total compensation paid by all Lord Abbett Funds to the independent directors/trustees, and amounts payable but deferred at the option of each director/trustee. No interested director/trustee of the Lord Abbett Funds and no officer of the funds received any compensation from the funds for acting as a director/trustee or officer.

Name of Director/Trustee	For the Fiscal Year Ended October 31, 2015 Aggregate Compensation Accrued by the Trust ⁽¹⁾	For the Year Ended December 31, 2015 Total Compensation Paid by the Trust and Eleven Other Lord Abbett Investment Companies ⁽²⁾
E. Thayer Bigelow	$53,345	$396,800
Robert B. Calhoun, Jr.	$39,081	$292,200
Eric C. Fast	$38,107	$286,200
Evelyn E. Guernsey	$43,925	$326,800
Julie A. Hill	$39,100	$292,800
Franklin W. Hobbs	$37,916	$284,200
James M. McTaggart	$39,343	$292,200
James L.L. Tullis	$38,912	$292,800

⁽¹⁾ Independent directors’/trustees’ fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett Funds based on the net assets of each fund. A portion of the fees payable by each fund to its independent directors/trustees may be deferred at the option of a director/trustee under an equity-based plan (the “equity-based plan”) that deems the deferred amounts to be invested in shares of a fund for later distribution to the directors/trustees. In addition, $25,000 of each director’s/trustee’s retainer must be deferred and is deemed invested in shares of the Funds and other Lord Abbett Funds under the equity-based plan. Of the amounts shown in the second column, the total deferred amounts for Mr. Bigelow, Mr. Calhoun, Mr. Fast, Ms. Guernsey, Ms. Hill, Mr. Hobbs, Mr. McTaggart, and Mr. Tullis are $3,338, $39,081, $38,107, $3,338, $10,817, $37,916, $3,338, and $38,912, respectively.

⁽²⁾ The third column shows aggregate compensation, including the types of compensation described in the second column, accrued by all Lord Abbett Funds during the year ended December 31, 2015, including fees independent directors/trustees have chosen to defer.

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The following chart provides certain information about the dollar range of equity securities beneficially owned by each director/trustee in the Trust and the other Lord Abbett Funds as of December 31, 2015. The amounts shown include deferred compensation (including interest) to the directors/trustees deemed invested in fund shares. The amounts ultimately received by the directors/trustees under the deferred compensation plan will be directly linked to the investment performance of the Lord Abbett Funds.

	Dollar Range of Equity Securities in the Funds
Name of Director/Trustee	Alpha Strategy Fund	Fundamental Equity Fund	Growth Leaders Fund	International Core Equity Fund
Interested Director/Trustee:
Daria L. Foster	Over $100,000	Over $100,000	$50,001-$100,000	Over $100,000
Independent Director/Trustee:
E. Thayer Bigelow	$1-$10,000	$10,001-$50,000	$1-$10,000	$1-$10,000
Robert B. Calhoun, Jr.	$1-$10,000	$10,001-$50,000	$1-$10,000	$1-$10,000
Eric C. Fast	$1-$10,000	$1-$10,000	$1-$10,000	$1-$10,000
Evelyn E. Guernsey	$1-$10,000	$1-$10,000	$1-$10,000	$1-$10,000
Julie A. Hill	Over $100,000	$10,001-$50,000	$1-$10,000	$1-$10,000
Franklin W. Hobbs	$50,001-$100,000	Over $100,000	$10,001-$50,000	$10,001-$50,000
James M. McTaggart	$50,001-$100,000	$1-$10,000	$1-$10,000	$1-$10,000
James L.L. Tullis	$1-$10,000	$50,001-$100,000	Over $100,000	$1-$10,000

	Dollar Range of Equity Securities in the Funds
Name of Director/Trustee	International Dividend Income Fund	International Opportunities Fund	Micro Cap Growth Fund
Interested Director/Trustee:
Daria L. Foster	Over $100,000	Over $100,000	Over $100,000
Independent Director/Trustee:
E. Thayer Bigelow	$1-$10,000	$1-$10,000	$1-$10,000
Robert B. Calhoun, Jr.	$1-$10,000	$1-$10,000	Over $100,000
Eric C. Fast	$50,001-$100,000	$1-$10,000	$1-$10,000
Evelyn E. Guernsey	$1-$10,000	$1-$10,000	$1-$10,000
Julie A. Hill	$10,001-$50,000	$1-$10,000	$1-$10,000
Franklin W. Hobbs	$10,001-$50,000	$10,001-$50,000	$1-$10,000
James M. McTaggart	$1-$10,000	$1-$10,000	$1-$10,000
James L.L. Tullis	$1-$10,000	$1-$10,000	Over $100,000

	Dollar Range of Equity Securities in the Funds
Name of Director/Trustee	Micro Cap Value Fund	Value Opportunities Fund	Aggregate Dollar Range of Equity Securities in Lord Abbett Funds
Interested Director/Trustee:
Daria L. Foster	Over $100,000	Over $100,000	Over $100,000
Independent Director/Trustee:
E. Thayer Bigelow	$1-$10,000	$10,001-$50,000	Over $100,000
Robert B. Calhoun, Jr.	$1-$10,000	$10,001-$50,000	Over $100,000
Eric C. Fast	$1-$10,000	$1-$10,000	Over $100,000
Evelyn E. Guernsey	$1-$10,000	$1-$10,000	Over $100,000
Julie A. Hill	$10,001-$50,000	$10,001-$50,000	Over $100,000
Franklin W. Hobbs	$1-$10,000	Over $100,000	Over $100,000
James M. McTaggart	$1-$10,000	$1-$10,000	Over $100,000
James L.L. Tullis	$1-$10,000	$50,001-$100,000	Over $100,000

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Code of Ethics

The directors, trustees, and officers of the Lord Abbett Funds, together with the partners and employees of Lord Abbett, are permitted to purchase and sell securities for their personal investment accounts. In engaging in personal securities transactions, however, such persons are subject to requirements and restrictions contained in the Trust’s, Lord Abbett’s, and Lord Abbett Distributor’s Code of Ethics, which complies, in substance, with Rule 17j-1 under the Act and each of the recommendations of the Investment Company Institute’s Advisory Group on Personal Investing (the “Advisory Group”). Among other things, the Code of Ethics requires, with limited exceptions, that Lord Abbett partners and employees obtain advance approval before buying or selling securities, submit confirmations and quarterly transaction reports, and obtain approval before becoming a director of any company; and it prohibits such persons from (1) investing in a security seven days before or after any Lord Abbett Fund or Lord Abbett-managed account considers a trade or trades in such security, (2) transacting in a security that the person covers as an analyst or with respect to which the person has participated in a non-public investor meeting with company management within the six months preceding the requested transaction, (3) profiting on trades of the same security within 60 days, (4) trading on material and non-public information, and (5) engaging in market timing activities with respect to the Lord Abbett Funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors/trustees of each Lord Abbett Fund to the extent contemplated by the Act and recommendations of the Advisory Group.

Proxy Voting

The Funds have delegated proxy voting responsibilities to the Funds’ investment adviser, Lord Abbett, subject to the Proxy Committee’s general oversight. Lord Abbett has adopted its own proxy voting policies and procedures for this purpose. A copy of Lord Abbett’s proxy voting policies and procedures is attached as Appendix B.

In addition, the Funds are required to file Form N-PX, with their complete proxy voting records for the twelve months ended June 30 ^th , no later than August 31 ^st of each year. The Funds’ Form N-PX filing is available on the SEC’s website at www.sec.gov. The Funds also have made this information available, without charge, on Lord Abbett’s website at www.lordabbett.com.

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Control Persons and Principal Holders of Securities

Shareholders beneficially owning 25% or more of outstanding shares may be in control and may be able to affect the outcome of certain matters presented for a vote of shareholders. As of February 5, 2016, to the best of our knowledge, no persons or entities owned of record or were known by the Fund to own beneficially 25% or more of a Fund’s outstanding shares:

Edward Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Fundamental Equity Fund International Core Equity Fund	28.53% 40.05%

Lord Abbett Alpha Strategy Fund 90 Hudson St. Jersey City, NJ 07302	International Opportunities Fund Micro Cap Growth Fund Micro Cap Value Fund	37.27% 77.67% 82.63%

As of February 5, 2016, to the best of our knowledge, the only persons or entities that owned of record or were known by the Fund to own beneficially 5% or more of the specified class of a Fund’s outstanding shares were as follows:

Alpha Strategy Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B	29.98% 25.51%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class A Class B Class C	5.29% 8.61% 6.26%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class A Class B Class C Class F Class I Class R2	7.34% 8.57% 17.39% 21.20% 10.20% 73.53%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class B Class C Class F	6.44% 8.39% 13.71%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C Class F	13.88% 22.39%

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	12.51% 11.59%

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UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class C Class F Class R4	5.98% 11.58% 11.39%

LPL Financial Omnibus Customer Account 9785 Towne Center Drive San Diego, CA 92121-1968	Class F	5.83%

Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers 211 Main Street San Francisco, CA 94105-1905	Class I	17.32%

The Dow Foundation 2719 Main Street Trenton, NJ 08648-1014	Class I	62.56%

Matrix Trust Company FBO Maxxam Inc. Pension Plan PO Box 52129 Phoenix, AZ 85072-2129	Class I	5.22%

Ascensus Trust Co. FBO Axiom Medical Consulting, LLC. PO Box 10758 Fargo, ND 58106-0758	Class R2	6.86%

Hartford Life Separate Account PO Box 2999 Hartford, CT 06104-2999	Class R3	16.25%

State Street Bank and Trust as Trustee and/or Cust FBO ADP Access Product 1 Lincoln Street Boston, MA 02111-2901	Class R3	15.18%

Great-West Trust Co., LLC 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R4	70.49%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	18.12% 100.00% 100.00%

Fundamental Equity Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B Class C	48.96% 35.14% 5.15%

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Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class A Class C Class F	5.08% 8.52% 5.49%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class B Class C Class F	5.41% 13.82% 9.61%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class B Class C Class F	11.34% 12.29% 16.05%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class B Class C Class F Class I Class R2	5.86% 17.32% 14.74% 5.01% 38.34%

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	8.14% 13.21%

UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class C Class F	7.25% 23.49%

National Financial Services LLC FEBO Customers 200 Liberty Street #1WFC New York, NY 10281-1003	Class C Class F Class I	5.51% 5.02% 42.50%

Lord Abbett Diversified Equity Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	20.47%

Emjay Corporation Custodian FBO Plans of Great West Financial 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111-5002	Class P	17.62%

Voya Institutional Trust Co. PO Box 990065 Hartford, CT 06199-0065	Class P	27.30%

Hartford Life Separate Account PO Box 2999 Hartford, CT 06104-2999	Class P Class R3	43.01% 49.80%

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Great-West Trust Co., LLC 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R2	5.87%

NFS LLC FEBO Reliance Trust Co. Trustee Custodian 1150 S. Olive Street Suite 2700 Los Angeles, CA 90015-2211	Class R2	27.56%

Reliance Trust Co. Custodian FBO MassMutual Omnibus PO Box 48529 Atlanta, GA 30362-1529	Class R2	14.37%

State Street Bank and Trust as Trustee and/or Cust FBO ADP Access Product 1 Lincoln Street Boston, MA 02111-2901	Class R3	10.27%

Voya Retirement Insurance and Annuity Co. One Orange Way, B3N Windsor, CT 06095-4773	Class R3	5.58%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	100.00% 100.00% 8.98%

TD Ameritrade Trust Co PO Box 17748 Denver, CO 80217-0748	Class R6	91.02%

Growth Leaders Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B	9.77% 11.68%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class A Class B Class C Class F	7.50% 7.22% 14.39% 17.75%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class A Class B Class C Class F Class I Class R2	6.55% 5.16% 14.69% 16.80% 18.44% 86.97%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class A Class C Class F	14.50% 7.17% 11.74%

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National Financial Services LLC FEBO Customers 200 Liberty Street #1WFC New York, NY 10281-1003	Class A Class C Class F Class I	8.31% 5.44% 6.81% 13.82%

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	17.07% 12.86%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C Class F	10.13% 11.79%

UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class C Class F Class R4	5.70% 7.94% 6.54%

LPL Financial Omnibus Customer Account 9785 Towne Centre Drive San Diego, CA 92121-1968	Class F	6.85%

Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers 211 Main Street San Francisco, CA 94105-1905	Class I	10.04%

Lord Abbett Diversified Equity Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	39.18%

Ascensus Trust Co. FBO Associated Administrators LLC PO Box 10758 Fargo, ND 58106-0758	Class R4	86.48%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5	6.99% 100.00%

DCGT Trustee & Or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392-0001	Class R6	25.09%

Great-West Trust Co., LLC 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R6	13.09%

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Mid Atlantic Trust Co. FBO Markley Group LLC 401(K) 1251 Waterfont Pl Ste 525 Pittsburgh, PA 15222-4228	Class R6	59.42%

International Core Equity Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B Class C	63.70% 52.02% 9.02%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C	9.83%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class C	6.85%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class C Class I Class R2	7.92% 7.15% 59.09%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class F	77.32%

Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers 211 Main Street San Francisco, CA 94105-1905	Class I	11.76%

Lord Abbett Diversified Equity Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	36.08%

Lord Abbett Multi-Asset Balanced Opportunity Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	11.70%

Lord Abbett Multi-Asset Growth Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	6.51%

Lord Abbett Multi-Asset Income Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	11.97%

4- 6

The Dow Foundation 2719 Main Street Trenton, NJ 08648-1014	Class I	11.49%

MG Trust Company Cust. FBO Morinda Medical Group 401K 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class P	15.89%

OptionsXpress 311 W Monroe Street, Suite 1000 Chicago, IL 60606-4663	Class P	6.01%

Hartford Life Separate Account PO Box 2999 Hartford, CT 06104-2999	Class P Class R3	67.32% 34.73%

Emjayco TR FBO SOR Testing Laboratories 401K 8515 E. Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R2	9.62%

MG Trust Company Cust. FBO Rocket Special Utility District 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class R2	9.17%

PAI Trust Company, Inc. Riggins Co., L.C. 401(K) 1300 Enterprise Drive De Pere, WI 54115-4934	Class R2	10.31%

Reliance Trust Co. Custodian FBO MassMutual Omnibus PO Box 48529 Atlanta, GA 30362-1529	Class R2	11.47%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	100.00% 100.00% 100.00%

International Dividend Income Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class C	67.06% 15.84%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C Class F	13.25% 24.97%

4- 7

National Financial Services LLC FEBO Customers 200 Liberty Street #1WFC New York, NY 10281-1003	Class C Class F	8.75% 14.99%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class C Class F	13.23% 8.83%

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	8.31% 8.44%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class C Class F	11.03% 24.70%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class C Class F Class R2	10.33% 15.78% 58.59%

LPL Financial 9785 Towne Centre Dr. San Diego, CA 92121-1968	Class F	8.87%

UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class F	9.49%

Lord Abbett Multi-Asset Balanced Opportunity Fund 90 Hudson St Jersey City, NJ 07302-3900	Class I	33.30%

Lord Abbett Multi-Asset Global Opportunity Fund 90 Hudson St Jersey City, NJ 07302-3900	Class I	10.96%

Lord Abbett Multi-Asset Growth Fund 90 Hudson St Jersey City, NJ 07302-3900	Class I	24.30%

Lord Abbett Multi-Asset Income Fund 90 Hudson St Jersey City, NJ 07302-3900	Class I	22.10%

4- 8

Ascensus Trust Co. FBO Dr. Mark A. Ebben Optometrist LLC PO Box 10758 Fargo, ND 58106-0758	Class R2	14.20%

Great-West Trust Co., LLC 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R2	14.54%

DCGT Trustee & Or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392-0001	Class R3	5.17%

NFS LLC FEBO Reliance Trust Co. Trustee Custodian 1150 S. Olive Street Los Angeles, CA 90015-2211	Class R3	18.87%

Sammons Financial Network LLC FBO Various Accounts 4546 Corporate Drive, Suite 100 West Des Moines, IA 50266-5911	Class R3	36.45%

Voya Institutional Trust Co. PO Box 990065 Hartford, CT 06199-0065	Class R3	22.83%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	100.00% 100.00% 100.00%

International Opportunities Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B Class C	25.46% 16.46% 7.36%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class A Class C Class F	10.63% 6.48% 9.88%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class A Class C Class F Class R2	6.52% 8.48% 15.49% 82.80%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C Class F	12.19% 13.47%

4- 9

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	10.97% 15.65%

UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class C Class F	5.15% 7.00%

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class C Class F	7.84% 11.10%

National Financial Services LLC FEBO Customers 200 Liberty Street #1WFC New York, NY 10281-1003	Class F	16.48%

Lord Abbett Alpha Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	84.80%

Lord Abbett Diversified Equity Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	7.63%

Capital Bank & Trust Co. TTEE FBO Henry Meisenheimer & Gende Inc. 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class P	18.52%

MG Trust Company Cust. FBO Fourth Wall Events, Inc. 401K P&T 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class P	30.23%

MG Trust Company Cust. FBO Matrix International, Inc. 401K P&T 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class P	13.96%

MG Trust Company Cust. FBO Mid-America Anesthesia Professional 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class P	9.55%

Reliance Trust Co. Custodian FBO MassMutual Omnibus PO Box 48529 Atlanta, GA 30362-1529	Class P	18.80%

4- 10

DCGT Trustee & Or Custodian FBO PLIC Various Retirement Plans Omnibus 711 High Street Des Moines, IA 50392-0001	Class R2	7.19%

MG Trust Company Cust. FBO Aries Capital, Inc. 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class R2	7.46%

Massachusetts Mutual Life Insurance Co 1295 State Street Springfield, MA 01111-0001	Class R3	5.91%

State Street Bank and Trust as Trustee and/or Cust FBO ADP Access Product 1 Lincoln Street Boston, MA 02111-2901	Class R3 Class R4	6.58% 34.63%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	65.37% 23.88% 59.03%

State Street BK & TR Co. Cust MML FBO its Clients One Lincoln Street Boston, MA 02111-2901	Class R5	76.12%

John Hancock Trust Company LLC 690 Canton Street, Suite 100 Westwood, MA 02090-2324	Class R6	15.21%

Matrix Trust Co. Cust FBO NRTT 401(K) Plan 717 17 ^th Street, Suite 1300 Denver, CO 80202-3304	Class R6	24.27%

Micro Cap Growth Fund

Christina Seix Dow Co-Trustee 2719 Main Street Lawrence, NJ 08648-1014	Class A	46.15%

Zane E. Brown TR 90 Hudson St. Jersey City, NJ 07302-3900	Class A	11.49%

Lord Abbett Alpha Strategy Fund 90 Hudson St. Jersey City, NJ 07302	Class I	83.27%

4- 11

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class I	9.55%

The Dow Foundation 2719 Main Street Trenton, NJ 08648-1014	Class I	7.18%

Micro Cap Value Fund

Foam LLC 40 Linden Lane Chatham NJ 07928-1622	Class A	12.02%

John J. Walsh 106 Central Park S. Apt 4G New York, NY 10019-1568	Class A	11.13%

Robert S. Dow & John A. Corsaro TR 2719 Main Street Lawrence, NJ 08648-1014	Class A	34.28%

Lord Abbett Alpha Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	86.71%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class I	5.54%

The Dow Foundation 2719 Main Street Trenton, NJ 08648-1014	Class I	7.75%

Value Opportunities Fund

Edward D. Jones & Co. For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B	31.24% 26.48%

Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002	Class A Class B Class C	6.09% 5.56% 9.54%

National Financial Services LLC FEBO Customers 200 Liberty Street #1WFC New York, NY 10281-1003	Class A Class C Class I	5.91% 6.32% 16.16%

4- 12

Wells Fargo Advisors LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	Class B Class C Class F	9.45% 15.65% 38.73%

MLPF&S For the Sole Benefit of its Customers 4800 Deer Lake Drive E FL 3 Jacksonville, FL 32246-6484	Class B Class C Class F Class R2	11.77% 12.35% 11.28% 51.03%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II 3 ^rd Floor Jersey City, NJ 07311	Class C Class F	13.77% 6.98%

Raymond James Omnibus for Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	8.44% 6.13%

UBS Financial Services Inc. FBO UBS WM USA Omni A/C M/F 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055	Class C Class F	7.61% 14.26%

LPL Financial Omnibus Customer Account 9785 Towne Centre Drive San Diego, CA 92121-1968	Class F	5.93%

Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers 211 Main Street San Francisco, CA 94105-1905	Class I	11.69%

Lord Abbett Alpha Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	46.35%

Lord Abbett Diversified Equity Strategy Fund 90 Hudson St. Jersey City, NJ 07302-3900	Class I	5.19%

AUL Group Retirement Annuity Separate Account II PO Box 368 Indianapolis, IN 46206-0368	Class P	6.87%

4- 13

Reliance Trust Co. Custodian FBO MassMutual Omnibus PO Box 48529 Atlanta, GA 30362-1529	Class P Class R2	10.38% 19.41%

Hartford Life Separate Account PO Box 2999 Hartford, CT 06104-2999	Class P Class R3	53.18% 32.87%

Great-West Trust Company LLC TTEE Employee Benefits Clients 401K 8515 E Orchard Road # 2T2 Greenwood Village, CO 80111-5002	Class R2	7.42%

Voya Retirement Insurance and Annuity Co. One Orange Way, B3N Windsor, CT 06095-4773	Class R3	19.09%

Massachusetts Mutual Insurance Com 1295 State Street Springfield, MA 01111-0001	Class R4	44.52%

Lord Abbett & Co. LLC 90 Hudson St. Jersey City, NJ 07302-3900	Class R4 Class R5 Class R6	55.01% 100.00% 59.03%

Fulvest & Co. PO Box 3215 Lancaster, PA 17604-3215	Class R6	28.55%

MG Trust Company Cust. FBO United of Omaha for Various Ret Pla 717 17 ^th Street, Suite1300 Denver, CO 80202-3304	Class R6	10.90%

Mid Atlantic Trust Co. FBO Popular Inc. PSP Sav & Inv 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222-4228	Class R6	31.71%

Northern Trust Cust FBO Bay County Veba PO Box 92956 Chicago, IL 60675-2994	Class R6	15.70%

As of February 5, 2016, each Fund’s officers and trustees, as a group, owned less than 1% of each class of each Fund’s outstanding shares, except for the Funds’ share classes stated below:

2.92% of Alpha Strategy Fund’s Class I shares; 3.11% of Growth Leaders Fund’s Class I shares; 1.03% of International Core Equity Fund’s Class A shares; 11.07% of Micro Cap Growth Fund’s Class A shares, and 2.48% of Micro Cap Value Fund’s Class A shares. Class R4, R5, and R6 shares commenced operations on June 30, 2015. Lord Abbett owns 100% of certain share classes. It is anticipated that over time this percentage will decrease.

4- 14

5.
Investment Advisory and Other Services

Investment Adviser

As described under “Management and Organization of the Funds” in the prospectus, Lord Abbett is each Fund’s investment adviser. Lord Abbett is a privately held investment manager. The address of Lord Abbett is 90 Hudson Street, Jersey City, NJ 07302-3973.

Under the Management Agreement between Lord Abbett and the Trust, on behalf of each Fund, Lord Abbett is entitled to an annual management fee based on each Fund’s average daily net assets. The management fee is allocated to each class of shares based upon the relative proportion of each Fund’s net assets represented by that class. The management fee is accrued daily and payable monthly.

The management fee for Alpha Strategy Fund is calculated at the following annual rate:

0.10% on the Fund’s average daily net assets.

The management fee for Fundamental Equity Fund is calculated at the following annual rates:

0.75% on the first $200 million of average daily net assets;

0.65% on the next $300 million of average daily net assets; and

0.50% on the Fund’s average daily net assets over $500 million.

The management fee for Growth Leaders Fund is calculated at the following annual rates:

0.55% on the first $2 billion of average daily net assets; and

0.50% on the Fund’s average daily net assets over $2 billion.

The management fee for International Core Equity Fund and International Dividend Income Fund is calculated at the following annual rates:

0.70% on the first $1 billion of average daily net assets;

0.65% on the next $1 billion of average daily net assets; and

0.60% on each Fund’s average daily net assets over $2 billion.

The management fee for International Opportunities Fund is calculated at the following annual rates:

0.75% on the first $1 billion of average daily net assets;

0.70% on the next $1 billion of average daily net assets; and

0.65% on the Fund’s average daily net assets over $2 billion.

The management fee for Micro Cap Growth Fund and Micro Cap Value Fund is calculated at the following annual rate:

1.50% on each Fund’s average daily net assets.

The management fee for Value Opportunities Fund is calculated at the following annual rates:

0.75% on the first $1 billion of average daily net assets;

0.70% on the next $1 billion of average daily net assets;

0.65% on the next $3 billion of average daily net assets; and

0.58% on the Fund’s average daily net assets over $5 billion.

5- 1

The management fees paid to Lord Abbett by the Funds (taking into account management fee waivers, if any) for the last three fiscal years ended October 31 ^st were as follows:

	Year Ended October 31, 2015
Fund	Gross Management Fees		Management Fees Waived		Net Management Fees
Alpha Strategy Fund	$	1,303,306	$	1,303,306	$	0
Fundamental Equity Fund	$	22,893,302	$	0	$	22,893,302
Growth Leaders Fund	$	8,894,054	$	2,344,530	$	6,549,524
International Core Equity Fund	$	4,008,833	$	1,176,339	$	2,832,494
International Dividend Income Fund	$	16,544,891	$	1,660,861	$	14,884,030
International Opportunities Fund	$	4,004,326	$	0	$	4,004,326
Micro Cap Growth Fund	$	2,575,423	$	0	$	2,575,423
Micro Cap Value Fund	$	2,480,752	$	0	$	2,480,752
Value Opportunities Fund	$	20,947,078	$	0	$	20,947,078

	Year Ended October 31, 2014
Fund	Gross Management Fees		Management Fees Waived		Net Management Fees
Alpha Strategy Fund	$	1,263,258	$	1,263,258	$	0
Fundamental Equity Fund	$	29,922,303	$	0	$	29,922,303
Growth Leaders Fund	$	5,322,949	$	1,870,838	$	3,452,111
International Core Equity Fund	$	4,994,294	$	1,695,930	$	3,298,364
International Dividend Income Fund	$	16,370,903	$	2,981,258	$	13,389,645
International Opportunities Fund	$	3,654,956	$	0	$	3,654,956
Micro Cap Growth Fund	$	2,459,170	$	0	$	2,459,170
Micro Cap Value Fund	$	2,501,088	$	0	$	2,501,088
Value Opportunities Fund	$	22,512,209	$	0	$	22,512,209

	Year Ended October 31, 2013
Fund	Gross Management Fees		Management Fees Waived		Net Management Fees
Alpha Strategy Fund	$	969,115	$	969,115	$	0
Fundamental Equity Fund	$	26,522,357	$	0	$	26,522,357
Growth Leaders Fund	$	855,733	$	737,418	$	118,315
International Core Equity Fund ⁽¹⁾	$	5,435,116	$	1,972,669	$	3,462,447
International Dividend Income Fund ⁽¹⁾	$	14,390,532	$	3,211,432	$	11,179,100
International Opportunities Fund	$	2,504,205	$	0	$	2,504,205
Micro Cap Growth Fund	$	1,848,280	$	0	$	1,848,280
Micro Cap Value Fund	$	2,101,206	$	0	$	2,101,206
Value Opportunities Fund ⁽²⁾	$	17,003,098	$	0	$	17,003,098

⁽¹⁾ Prior to March 1, 2013, the management fee for International Core Equity Fund and International Dividend Income Fund was calculated at the following rates:

0.75% on the first $1 billion of average daily net assets;

0.70% on the next $1 billion of average daily net assets; and

0.65% on each Fund’s average daily net assets over $2 billion.

⁽²⁾ Prior to March 1, 2013, the management fee for Value Opportunities Fund was calculated at the following rates:

0.75% on the first $1 billion of average daily net assets;

0.70% on the next $1 billion of average daily net assets; and

0.65% on the Fund’s average daily net assets over $2 billion.

With respect to Alpha Strategy Fund for the period from March 1, 2016 through February 28, 2017, Lord Abbett has contractually agreed to waive its fees at an annual rate of 0.05%. This agreement may be terminated only by the Fund’s Board.

5- 2

With respect to Growth Leaders Fund for the period from March 1, 2016 through February 28, 2017, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.60% for each class other than Class R6. For the same period, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.50% for Class R6. This agreement may be terminated only by the Fund’s Board.

With respect to International Core Equity Fund for the period from March 1, 2016 through February 28, 2017, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.77% for Classes F and I. For the same period, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.70% for Class R6. This agreement may be terminated only by the Fund’s Board.

With respect to International Dividend Income Fund for the period from March 1, 2016 through February 28, 2017, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.81% for Classes F and I. For the same period, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.80% for Class R6. This agreement may be terminated only by the Fund’s Board.

Each Fund pays all expenses attributable to its operations not expressly assumed by Lord Abbett, including, without limitation, 12b-1 expenses, independent directors’/trustees’ fees and expenses, association membership dues, legal and auditing fees, taxes, transfer and dividend disbursing agent fees, shareholder servicing costs, expenses relating to shareholder meetings, expenses of registering its shares under federal and state securities laws, expenses of preparing, printing and mailing prospectuses and shareholder reports to existing shareholders, insurance premiums, and other expenses connected with executing portfolio transactions.

Administrative Services

Pursuant to an Administrative Services Agreement with the Funds, Lord Abbett provides certain administrative services not involving the provision of investment advice to each Fund. Such services include Fund accounting, financial reporting, tax, shareholder servicing, technology, legal, compliance, and Blue Sky services. Under the Administrative Services Agreement, each Fund pays Lord Abbett a monthly fee, based on its average daily net assets for each month, at an annual rate of 0.04%, with the exception of Alpha Strategy Fund, which does not pay such fee. The administrative services fee is allocated to each class of shares based upon the relative proportion of the Fund’s net assets represented by that class.

The administrative services fees paid to Lord Abbett by each Fund for the last three fiscal years ended October 31 ^st were as follows:

Fund	2015		2014		2013
Alpha Strategy Fund ^*	N/A		N/A		N/A
Fundamental Equity Fund	$	1,755,464	$	2,317,784	$	2,045,789
Growth Leaders Fund	$	646,842	$	387,124	$	62,235
International Core Equity Fund	$	229,076	$	285,388	$	303,517
International Dividend Income Fund	$	1,002,993	$	991,393	$	839,826
International Opportunities Fund	$	213,564	$	194,931	$	133,558
Micro Cap Growth Fund	$	68,678	$	65,578	$	49,287
Micro Cap Value Fund	$	66,153	$	66,696	$	56,032
Value Opportunities Fund	$	1,196,743	$	1,293,059	$	954,203

^* Alpha Strategy Fund is not charged an administrative service fee.

5- 3

Portfolio Managers

As stated in the prospectus, the Funds are managed by experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis.

Robert I. Gerber heads the Alpha Strategy Fund’s team. Assisting Mr. Gerber is Giulio Martini. Messrs. Gerber and Martini are jointly and primarily responsible for the day-to-day management of the Fund.

Sean J. Aurigemma heads Fundamental Equity Fund’s team and is primarily responsible for the day-to-day management of the Fund.

F. Thomas O’Halloran, III heads Growth Leaders Fund’s team. Assisting Mr. O’Halloran are Arthur K. Weise and Vernon T. Bice. Messrs. O’Halloran, Weise, and Bice are jointly and primarily responsible for the day-to-day management of the Fund.

Vincent J. McBride heads International Core Equity Fund’s team. Assisting Mr. McBride is Todd D. Jacobson. Messrs. McBride and Jacobson are jointly and primarily responsible for the day-to-day management of the Fund.

Vincent J. McBride heads International Dividend Income Fund’s team. Assisting Mr. McBride is Todd D. Jacobson. Messrs. McBride and Jacobson are jointly and primarily responsible for the day-to-day management of the Fund.

Todd D. Jacobson heads International Opportunities Fund’s team. Assisting Mr. Jacobson is A. Edward Allinson. Vincent J. McBride is senior member of the team. Messrs. Jacobson and Allinson are jointly and primarily responsible for the day-to-day management of the Fund.

F. Thomas O’Halloran, III heads Micro Cap Growth Fund’s team. Assisting Mr. O’Halloran is Arthur K. Weise and Matthew R. DeCicco. Messrs. O’Halloran, Weise, and DeCicco are jointly and primarily responsible for the day-to-day management of the Fund.

Thomas B. Maher and Justin C. Maurer head Micro Cap Value Fund’s and Value Opportunities Fund’s team and are jointly and primarily responsible for the day-to-day management of each Fund.

The following table indicates for each Fund as of October 31, 2015 (or another date, if indicated): (1) the number of other accounts managed by each portfolio manager who is identified in the prospectus within certain categories of investment vehicles; and (2) the total net assets in such accounts managed within each category. For each of the categories a footnote to the table also provides the number of accounts and the total net assets in the accounts with respect to which the management fee is based on the performance of the account, if applicable. Included in the Registered Investment Companies category are those U.S. registered funds managed or sub-advised by Lord Abbett, including funds underlying variable annuity contracts and variable life insurance policies offered through insurance companies. The Other Pooled Investment Vehicles category includes collective investment funds, offshore funds and similar non-registered investment vehicles. Lord Abbett does not manage any hedge funds. The Other Accounts category encompasses retirement and benefit plans (including both defined contribution and defined benefit plans) sponsored by various corporations and other entities, individually managed institutional accounts of various corporations, other entities and individuals, and separately managed accounts in so-called wrap fee programs sponsored by financial intermediaries unaffiliated with Lord Abbett. (The data shown below are approximate.)

Other Accounts Managed (# and Total Net Assets ⁺ )

Fund

Name

Registered
Investment
Companies

Other Pooled
Investment
Vehicles

Other Accounts

Alpha Strategy Fund

Robert I. Gerber

5/$6,313.4

0/$0

Giulio Martini

5/$6,313.4

0/$0

Fundamental Equity Fund

Sean J. Aurigemma

2/$1,036.2

0/$0

4,379/$1,204.7 ⁽¹⁾

5- 4

Other Accounts Managed (# and Total Net Assets ⁺ )

Fund

Name

Registered
Investment
Companies

Other Pooled
Investment
Vehicles

Other Accounts

Growth Leaders Fund

F. Thomas O’Halloran, III

8/$4,001.2

0/$0

18/$768.6 ⁽²⁾

Arthur K. Weise

8/$4,001.2

0/$0

18/$768.6 ⁽²⁾

Vernon T. Bice ⁽³⁾

6/$764.4

0/$0

18/$652.1 ⁽⁴⁾

International Core Equity Fund

Vincent J. McBride

4/$2,898.0

2/$112.7

205/$13.3 ⁽⁶⁾

Todd D. Jacobson

4/$2,898.0

2/$112.7

205/$13.3 ⁽⁶⁾

International Dividend Income Fund

Vincent J. McBride

4/$1,271.3

2/$112.7

205/$13.3 ⁽⁶⁾

Todd D. Jacobson

4/$1,271.3

2/$112.7

205/$13.3 ⁽⁶⁾

International Opportunities Fund

Todd D. Jacobson

4/$2,811.5

2/$112.7

205/$13.3 ⁽⁶⁾

A. Edward Allinson

1/$53.4

1/$83.6

205/$13.3 ⁽⁶⁾

Vincent J. McBride

4/$2,811.5

2/$112.7

205/$13.3 ⁽⁶⁾

Micro Cap Growth Fund

F. Thomas O’Halloran, III

8/$5,852.0

0/$0

18/$768.6 ⁽²⁾

Arthur K. Weise

8/$5,852.0

0/$0

18/$768.6 ⁽²⁾

Matthew R. DeCicco

2/$103.7

0/$0

3/$256.2

Micro Cap Value Fund

Thomas B. Maher

4/$4,063.4

0/$0

953/$1,214.1 ⁽⁷⁾

Justin C. Maurer

4/$4,063.4

0/$0

953/$1,214.1 ⁽⁷⁾

Value Opportunities Fund

Thomas B. Maher

4/$1,527.7

0/$0

953/$1,214.1 ⁽⁷⁾

Justin C. Maurer

4/$1,527.7

0/$0

953/$1,214.1 ⁽⁷⁾

⁺ Total net assets are in millions.

⁽¹⁾ Does not include $393.9 million for which Lord Abbett provides investment models to managed account sponsors.

⁽²⁾ Included in the number of accounts and total assets is one account with respect to which the management fee is based on the performance of the account; such account totals approximately $57.6 million in assets.

⁽³⁾ These amounts shown are as of January 31, 2016.

⁽⁴⁾ Included in the number of accounts and total assets is one account with respect to which the management fee is based on the performance of the account; such account totals approximately $49.1 million in assets.

⁽⁵⁾ Does not include $29.6 million for which Lord Abbett provides investment models to managed accounts sponsors.

⁽⁶⁾ Does not include $30.7 million for which Lord Abbett provides investment models to managed accounts sponsors.

⁽⁷⁾ Does not include $106.9 million for which Lord Abbett provides investment models to managed account sponsors.

Conflicts of Interest

Conflicts of interest may arise in connection with the portfolio managers’ management of the investments of the Funds and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Funds and other accounts with similar investment objectives and policies. A portfolio manager potentially could use information concerning a Fund’s transactions to the advantage of other accounts and to the detriment of that Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures Relating to Client Brokerage and Soft Dollars, as well as Evaluation of Proprietary Research Policy and Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett’s Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett’s

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clients including the Funds. Moreover, Lord Abbett’s Insider Trading and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio managers’ management of the investments of the Funds and the investments of the other accounts referenced in the table above.

Compensation of Portfolio Managers

When used in this section, the term “fund” refers to the Funds, as well as any other registered investment companies, pooled investment vehicles and accounts managed by a portfolio manager. Each portfolio manager receives compensation from Lord Abbett consisting of salary, bonus and profit sharing plan contributions. The level of base compensation takes into account the portfolio manager’s experience, reputation and competitive market rates.

Fiscal year-end bonuses, which can be a substantial percentage of overall compensation, are determined after an evaluation of various factors. These factors include the portfolio manager’s investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio manager’s investment results, Lord Abbett’s senior management may evaluate the Fund’s performance against one or more benchmarks from among the Fund’s primary benchmark and any supplemental benchmarks as disclosed in the prospectus, indexes disclosed as performance benchmarks by the portfolio manager’s other accounts, and other indexes within one or more of the Fund’s peer groups maintained by rating agencies, as well as the Fund’s peer group. In particular, investment results are evaluated based on an assessment of the portfolio manager’s one-, three-, and five-year investment returns on a pre-tax basis versus both the benchmark and the peer groups. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager’s assets under management, the revenues generated by those assets, or the profitability of the portfolio manager’s team. Lord Abbett does not manage hedge funds. In addition, Lord Abbett may designate a bonus payment of a manager for participation in the firm’s senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan’s earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund’s performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.

Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager’s profit-sharing account are based on a percentage of the portfolio manager’s total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett Funds.

Holdings of Portfolio Managers

The following table indicates for each Fund the dollar range of shares beneficially owned by each portfolio manager who is identified in the prospectus, as of October 31, 2015 (or another date, if indicated). This table includes the value of shares beneficially owned by such portfolio managers through 401(k) plans and certain other plans or accounts, if any.

Dollar Range of Shares in the Funds

Fund

Name

None

$1-
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001-
$1,000,000

Over
$1,000,000

Alpha Strategy Fund

Robert I. Gerber

Giulio Martini

Fundamental Equity Fund

Sean J. Aurigemma

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Dollar Range of Shares in the Funds

Fund

Name

None

$1-
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001-
$1,000,000

Over
$1,000,000

Growth Leaders Fund

F. Thomas O’Halloran, III

Arthur K. Weise

Vernon T. Bice ⁽¹⁾

International Core Equity Fund

Vincent J. McBride

Todd D. Jacobson

International Dividend Income Fund

Vincent J. McBride

Todd D. Jacobson

International Opportunities Fund

Todd D. Jacobson

A. Edward Allinson

Vincent J. McBride

Micro Cap Growth Fund

F. Thomas O’Halloran, III

Arthur K. Weise

Matthew R. DeCicco

Micro Cap Value Fund

Thomas B. Maher

Justin C. Maurer

Value Opportunities Fund

Thomas B. Maher

Justin C. Maurer

⁽¹⁾ These amounts shown are as of January 31, 2016.

Principal Underwriter

Lord Abbett Distributor, a New York limited liability company and a subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for each Fund.

Custodian and Accounting Agent

State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111-2900, is each Fund’s custodian. The custodian pays for and collects proceeds of securities bought and sold by the Funds and attends to the collection of principal and income. The custodian may appoint domestic and foreign subcustodians from time to time to hold certain securities purchased by a Fund in foreign countries and to hold cash and currencies for each Fund. In accordance with the requirements of Rule 17f-5 under the Act, the Board has approved arrangements permitting each Fund’s foreign assets not held by the custodian or its foreign branches to be held by certain qualified foreign banks and depositories. In addition, State Street Bank and Trust Company performs certain accounting and recordkeeping functions relating to portfolio transactions and calculates each Fund’s NAV.

Transfer Agent

DST Systems, Inc., 210 West 10 ^th Street, Kansas City, MO 64105, serves as the Funds’ transfer agent and dividend disbursing agent pursuant to an Agency Agreement.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 30 Rockefeller Plaza, New York, NY 10112, is the independent registered public accounting firm of the Funds and must be approved at least annually by the Board to continue in such capacity. Deloitte & Touche LLP performs audit services for the Funds, including the examination of financial statements included in the Funds’ annual reports to shareholders.

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Brokerage Allocation and Other Practices

Portfolio Transactions and Brokerage Allocation

Investment and Brokerage Discretion. Each Fund’s Management Agreement authorizes Lord Abbett to place orders for the purchase and sale of portfolio securities. In doing so, Lord Abbett seeks to obtain “best execution” on all portfolio transactions. This means that Lord Abbett seeks to achieve the most favorable results it can reasonably attain under the circumstances for a Fund’s portfolio transactions, considering all costs of the transaction, including brokerage commissions, and taking into account the full range and quality of the broker-dealers’ services. To the extent consistent with obtaining best execution, a Fund may pay a higher commission than some broker-dealers might charge on the same transaction. Lord Abbett is not obligated to obtain the lowest commission rate available for a portfolio transaction exclusive of price, service and qualitative considerations.

Selection of Brokers and Dealers. The policy on best execution governs the selection of broker-dealers and selection of the market and/or trading venue in which to execute the transaction. Normally, traders who are employees of Lord Abbett make the selection of broker-dealers. These traders are responsible for seeking best execution. They also conduct trading for the accounts of other Lord Abbett investment management clients, including investment companies, institutions and individuals. To the extent permitted by law, a Fund may make a purchase from or sale to another Lord Abbett Fund or client without the intervention of any broker-dealer if Lord Abbett deems the transaction to be in the best interests of the Fund and the other participating accounts and at a price that Lord Abbett has determined by reference to independent market indicators.

Fixed Income Securities. To the extent a Fund purchases or sells fixed income securities, the Fund generally will deal directly with the issuer or through a broker-dealer acting as principal on a net basis. When dealing with a broker-dealer, a Fund pays no brokerage commission but the price, which reflects the spread between the bid and ask prices of the security, usually includes undisclosed compensation and may involve the designation of selling concessions. A Fund also may purchase fixed income securities from underwriters at prices that include underwriting fees.

Equity Securities. Transactions in equity securities involve the payment of brokerage commissions. In the U.S., these commissions are negotiated. Traditionally, commission rates have not been negotiated on stock markets outside the U.S. While an increasing number of overseas stock markets have adopted a system of negotiated rates or ranges of rates, however, a small number of markets continue to be subject to a non-negotiable schedule of minimum commission rates. To the extent a Fund invests in equity securities, it ordinarily will purchase such securities in its primary trading markets, whether such securities are traded OTC or listed on a stock exchange, and purchase listed securities in the OTC market if such market is deemed the primary market. A Fund may purchase newly issued securities from underwriters and the price of such transaction usually will include a concession paid to the underwriter. When purchasing from dealers serving as market makers in the OTC market, there may be no stated commission and the purchase price disclosed, fixed commission or discount paid by a Fund would then include an undisclosed commission or markup.

Evaluating the Reasonableness of Brokerage Commissions Paid. Each Fund pays a commission rate that Lord Abbett believes is appropriate under the circumstances. While Lord Abbett seeks to pay competitive commission rates, a Fund will not necessarily be paying the lowest possible commissions on particular trades if Lord Abbett believes that the Fund has obtained best execution and the commission rates paid by the Fund are reasonable in relation to the value of the services received. Such services include, but are not limited to, showing the Fund trading opportunities, a willingness and ability to take principal positions in securities, knowledge of a particular security or market-proven ability to handle a particular type of trade, providing and/or facilitating Lord Abbett’s use of proprietary and third party research, confidential treatment, promptness and reliability. Lord Abbett may view the value of these services in terms of either a particular transaction or Lord Abbett’s overall responsibility to a Fund and the other accounts Lord Abbett manages.

On a continuing basis, Lord Abbett seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of a Fund and its other clients. In evaluating the reasonableness of commission rates, Lord Abbett may consider any or all of the following: (a) rates quoted by broker-dealers; (b) the

6- 1

size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business done with a particular firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; (g) the value of any research products and services that may be made available to Lord Abbett based on its placement of transactions with the broker-dealer; and (h) rates paid by other institutional investors based on available public information.

Trade Allocation and Rotation. Lord Abbett generally allocates securities purchased or sold in a batched transaction among participating client accounts in proportion to the size of the order placed for each account ( i.e. , pro-rata). In certain situations, however, a pro-rata allocation of the securities or proceeds may not be possible or desirable. In these cases, Lord Abbett will decide how to allocate the securities or proceeds according to each account’s particular circumstances and needs and in a manner that Lord Abbett believes is fair and equitable to clients over time in light of factors based on a good faith assessment of the investment opportunity relative to the objectives, limitations, and requirements of each eligible client account. Relevant factors may include, without limitation, client-specific considerations, type of account, number of securities relative to size and expected future size of the client account, availability of other appropriate investment opportunities, rebalancing needs, minimum denomination of increments and round lot considerations, tax considerations, and/or purchases for newly established accounts for which Lord Abbett is seeking to fully invest as promptly as possible. In addition, if Lord Abbett is unable to execute fully a batched transaction and determines that it would be impractical to allocate a small number of securities on a pro-rata basis among the participating accounts, Lord Abbett allocates the securities in a manner it determines to be fair to all accounts over time. Thus, in some cases it is possible that the application of the factors described herein may result in allocations in which certain client accounts participating in a batched transaction may receive an allocation when other accounts do not. Non-proportional allocations may occur frequently in the fixed income portfolio management area, in many instances because multiple appropriate or substantially similar investments are available in fixed income strategies, as well as due to other reasons. But non-proportional allocations also could occur in other investment strategies.

At times, Lord Abbett is not able to batch purchases and sales for all accounts or products it is managing, such as when an individually-managed account client directs it to use a particular broker for a trade (sometimes referred to herein as “directed accounts”) or when a client restricts Lord Abbett from selecting certain brokers to execute trades for such account (sometimes referred to herein as “restricted accounts”). When it does not batch purchases and sales among products, Lord Abbett usually uses a rotation process for placing equity transactions on behalf of the different groups of accounts or products with respect to which equity transactions are communicated to the trading desk at or about the same time.

When transactions for all products using a particular investment strategy are communicated to the trading desk at or about the same time, Lord Abbett generally will place trades first for transactions on behalf of the Lord Abbett Funds and non-directed, unrestricted individually managed institutional accounts; second for restricted accounts; third for managed accounts by sponsor or consultant/financial advisor (“MA”); and finally for directed accounts. Communication of changes to portfolio holdings information for certain model portfolio MA programs is handled separately near the end of the trading day and generally after the completion of transactions for MA. Lord Abbett may determine in its sole discretion to place transactions for one group of accounts ( e.g. , directed accounts, restricted accounts or MA) before or after the remaining accounts based on a variety of factors, including size of overall trade, the broker-dealer’s commitment of capital, liquidity or other conditions of the market, or confidentiality. Most often, however, transactions are communicated to the trading desk first for the Lord Abbett Funds and institutional accounts and then for other relevant accounts. In those instances, Lord Abbett normally will place transactions first, for the Lord Abbett Funds and non-directed, unrestricted institutional accounts, next for restricted accounts, third for MA, and then for directed accounts.

Policies on Broker-Dealer Brokerage and Research Services and Soft Dollars. Lord Abbett may select broker-dealers that furnish Lord Abbett with proprietary and third party brokerage and research services in connection with commissions paid on transactions it places for client accounts to the extent that Lord Abbett believes that the commissions paid are reasonable in relation to the value of the services received. “Commissions,” as defined through applicable guidance issued by the SEC, include fees paid to brokers for trades conducted on an agency basis, and certain mark-ups, markdowns, commission equivalents and other fees received by dealers in riskless principal transactions. The brokerage and research services Lord Abbett receives are within the eligibility

6- 2

requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), and, in particular, provide Lord Abbett with lawful and appropriate assistance in the provision of investment advice to client accounts. Brokerage and research services (collectively referred to herein as “Research Services”) include (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody). Such services may come in the form of research reports via electronic delivery or print, online data services, oral discussions with researchers and other experts, and meetings with company representatives.

Research Services. Lord Abbett has entered into Client Commission Arrangements with a number of broker-dealers that are involved from time to time in executing, clearing or settling securities transactions on behalf of clients (“Executing Brokers”). Such Client Commission Arrangements provide for the Executing Brokers to pay a portion of the commissions paid by eligible client accounts for securities transactions to providers of Research Services (“Research Providers”). Such Research Providers shall produce and/or provide Research Services for the benefit of Lord Abbett. If a Research Provider plays no role in executing client securities transactions, any Research Services prepared by such Research Provider constitute third party research. Research Services that are proprietary to the Executing Broker or are otherwise produced by the Executing Broker or its affiliates are referred to herein as proprietary Research Services. Lord Abbett initiates a significant percentage, including perhaps all, of a client’s equity transactions with Executing Brokers pursuant to Client Commission Arrangements. Lord Abbett also will receive complimentary and customary Research Services from various broker-dealers, including broker-dealers through which Fund portfolio transactions are executed in accordance with Lord Abbett’s best execution obligations.

Executing Brokers may provide Research Services to Lord Abbett in written form or through direct contact with individuals, including telephone contacts and meetings with securities analysts and/or management representatives from portfolio companies, and may include information as to particular companies and securities as well as market, economic, or other information that assists in the evaluation of investments. Examples of Research Services that Executing Brokers may provide to Lord Abbett include research reports and other information on the economy, industries, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Broker-dealers typically make proprietary research available to investment managers on the basis of their placement of transactions with the broker-dealer. Some broker-dealers will not sell their proprietary research to investment managers on a “hard-dollar” (or “unbundled”) basis. Executing Brokers may provide Lord Abbett with proprietary Research Services, at least some of which are useful to Lord Abbett in its overall responsibilities with respect to client accounts Lord Abbett manages. In addition, Lord Abbett may purchase third party research with its own resources.

Lord Abbett believes that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to its clients. Receipt of independent investment research allows Lord Abbett to supplement its own internal research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. The receipt of Research Services from broker-dealers therefore does not tend to reduce the need for Lord Abbett to maintain its own research personnel. Further, Lord Abbett values the receipt of independent, supplemental viewpoints and analyses. Any investment advisory or other fees paid by clients to Lord Abbett are not reduced as a result of Lord Abbett’s receipt of Research Services from broker-dealers. Also, the expenses of Lord Abbett would be increased substantially if it attempted to generate such additional information through its own staff or if it paid for these products or services itself. To the extent that Research Services of value are provided by or through such broker-dealers, Lord Abbett will not have to pay for such services itself. In addition, Lord Abbett will at times select broker-dealers that provide Research Services in order to ensure the continued receipt of such Research Services which Lord Abbett believes are useful in its investment decision-making process. Lord Abbett has an incentive to execute trades through certain of such broker-dealers with which it has negotiated more favorable Client Commission Arrangements, rather than executing through a broker-dealer with an arrangement that is less favorable to Lord Abbett. To the extent that Lord Abbett uses brokerage commissions paid in connection with client portfolio transactions to obtain Research Services, the brokerage commissions paid by such clients will exceed those that would otherwise be paid for execution only. These circumstances give rise to actual and potential conflicts of interest. In order to manage such conflicts of

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interest, Lord Abbett has adopted internal procedures designed to ensure that (1) the value, type, and quality of any products or services it receives from broker-dealers are permissible under applicable law and (2) investment transactions are placed based solely on best execution considerations.

Lord Abbett does not attempt to allocate to any particular client account the relative costs or benefits of Research Services received from a broker-dealer. Rather, Lord Abbett believes that any Research Services received from a broker-dealer are, in the aggregate, of assistance to Lord Abbett in fulfilling its overall responsibilities to its clients. Accordingly, Research Services received for a particular client’s brokerage commissions may be useful to Lord Abbett in the management of that client’s account, but may also be useful in Lord Abbett’s management of other clients’ accounts, including accounts that do not generate eligible Section 28(e) brokerage commissions or generate less than a proportionate share of such eligible commissions to pay for Research Services; similarly, the research received for the commissions of other client accounts may be useful in Lord Abbett’s management of that client account. Thus, Lord Abbett uses Research Services received from broker-dealers in servicing any or all of its accounts, and not all of such services will necessarily be used by Lord Abbett in connection with its management of every client account. Such products and services may disproportionately benefit certain clients relative to others based on the amount of brokerage commissions paid by the client account. For example, Lord Abbett uses Research Services obtained through soft-dollar arrangements, including Client Commission Arrangements, in its management of certain directed accounts and managed accounts and accounts of clients who may have restricted Lord Abbett’s use of soft dollars regardless of the fact that brokerage commissions paid by such accounts are not used to obtain Research Services.

In some cases, Lord Abbett receives from a broker-dealer a product or service that has both a “research” and a “non-research” use. When this occurs, Lord Abbett makes a good faith allocation between the research and non-research uses of the product or service. The percentage of the product or service Lord Abbett uses for research purposes will generally be paid for with client commissions, while Lord Abbett will use its own funds to pay for the percentage of the product or service that it uses for non-research purposes. In making this good faith allocation, Lord Abbett faces a potential conflict of interest, but Lord Abbett believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such products or services to their research and non-research uses.

Lord Abbett periodically assesses the contributions of the Research Services provided by broker-dealers and creates a ranking of broker-dealers reflecting these assessments, as determined by Lord Abbett’s investment staff. Lord Abbett’s investment personnel evaluate the Research Services they receive from broker-dealers and make judgments as to the value and quality of such services. These assessments are intended to affect the extent to which Lord Abbett trades with a broker-dealer, although the actual amount of transactions placed with a particular broker-dealer may not directly reflect its ranking in the voting process. Lord Abbett monitors the allocation of equity trading among broker-dealers through periodic reviews. Lord Abbett’s arrangements for proprietary and third-party Research Services do not involve any commitment by Lord Abbett regarding the allocation of brokerage business to or among any particular broker-dealer. Rather, Lord Abbett executes portfolio transactions only when they are dictated by investment decisions to purchase or sell portfolio securities.

From time to time, Lord Abbett prepares a relative categorization and ranking of research providers that it considers to provide valuable Research Services as determined through evaluations and other feedback provided by Lord Abbett’s investment staff.

Lord Abbett uses the ranking as a guide for evaluating and determining payments to research providers for Research Services, including proprietary Research Services provided to Lord Abbett by executing broker-dealers. Lord Abbett may use commissions generated pursuant to a Client Commission Arrangement to pay a research provider, including an executing broker-dealer who provides proprietary Research Services to Lord Abbett. Alternatively, Lord Abbett may make cash payments from its own resources to pay research providers for Research Services. From time to time, Lord Abbett will use commissions generated pursuant to a Client Commission Arrangement to pay for a significant portion of the Research Services that it receives.

Lord Abbett’s arrangements for Research Services do not involve any commitment by Lord Abbett or a Fund regarding the allocation of brokerage business to or among any particular broker-dealer. Rather, Lord Abbett

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executes portfolio transactions only when they are dictated by investment decisions to purchase or sell portfolio securities. However, Lord Abbett may establish designated trading targets with one or more alternative trading systems that permit Lord Abbett to specify the broker-dealer for commission credit purposes and from which Research Services can be received, while ensuring best execution for portfolio trades. A Fund is prohibited from compensating a broker-dealer for promoting or selling Fund shares by directing the Fund’s portfolio transactions to the broker-dealer or directing any other remuneration to the broker-dealer, including commissions, mark-ups, mark-downs, or other fees, resulting from a Fund’s portfolio transactions executed by a different broker-dealer. A Fund is permitted to effect portfolio transactions through broker-dealers that also sell shares of the Lord Abbett Funds, provided that Lord Abbett does not consider sales of shares of the Lord Abbett Funds as a factor in the selection of broker-dealers to execute portfolio transactions. Thus, whether a particular broker-dealer sells shares of the Lord Abbett Funds is not a factor considered by Lord Abbett when selecting broker-dealers for portfolio transactions and any such sales neither qualifies nor disqualifies the broker-dealer from executing portfolio transactions for a Fund.

Lord Abbett selects broker-dealers that provide Research Services in order to ensure the continued receipt of such Research Services which Lord Abbett believes are useful in its investment decision-making process. Further, Lord Abbett has an incentive to execute trades through certain of such broker-dealers with which it has negotiated more favorable arrangements for Lord Abbett to receive Research Services. To the extent that Lord Abbett uses brokerage commissions paid in connection with client portfolio transactions to obtain Research Services, the brokerage commissions paid by such clients would exceed those that might otherwise be paid for execution only. In order to manage these conflicts of interest, Lord Abbett has adopted internal procedures that are designed to ensure that its primary objective in the selection of a broker-dealer is to seek best execution for the portfolio transaction.

All accounts included in a batched transaction executed through a broker-dealer pursuant to a Client Commission Arrangement pay the same commission rate, regardless of whether one or more accounts within the batched order has prohibited Lord Abbett from receiving any credit toward such services from its commissions. Some broker-dealers who have negotiated an arrangement with Lord Abbett for the provision of Research Services may offer a lower commission rate for client accounts not participating in such an arrangement. It is Lord Abbett’s policy, however, to seek to include nonparticipating accounts in a batched trade, as Lord Abbett believes these nonparticipating accounts would receive overall better execution notwithstanding the fact that the nonparticipating account may be able to pay a lower commission rate if it were not included in the batched trade.

Cross-Subsidization. Client Commission Arrangements generally do not apply to fixed-income transactions. The fixed-income securities market is an OTC market where commissions are not paid and soft dollars are not produced. Dealers generate revenue through the bid-ask spread of the securities in which they make markets. Lord Abbett receives complimentary and customary investment research from various broker-dealers, including, in addition to broker-dealers that execute equity trades, broker-dealers through which fixed-income trades are executed in accordance with Lord Abbett’s best execution obligations. The receipt of such research, however, is not contingent on specific trades. In addition, the investment personnel managing fixed-income accounts will benefit from, or be “cross-subsidized” by, Research Services received without additional cost by Lord Abbett through soft dollars, even though some fixed-income accounts do not generate eligible Section 28(e) brokerage commissions or generate less than a proportionate share of such eligible commissions to pay for such Research Services.

Some fixed-income strategies employed by Lord Abbett also invest in equity securities. Therefore, in addition to making use of soft dollar Research Services obtained by Lord Abbett’s equity investment personnel, the fixed-income investment team also will obtain Research Services directly using soft dollars.

Brokerage Commissions Paid to Independent Broker-Dealer Firms.

Each Fund paid total brokerage commissions on transactions of securities to independent broker-dealer firms as follows for the last three fiscal years ended October 31 ^st :

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Fund	2015		2014		2013
Alpha Strategy Fund		None		None		None
Fundamental Equity Fund	$	3,616,250	$	3,396,317	$	3,034,995
Growth Leaders Fund	$	2,029,500	$	2,253,855	$	436,529
International Core Equity Fund	$	1,362,112	$	1,686,951	$	2,101,861
International Dividend Income Fund	$	7,146,860	$	6,794,767	$	7,021,696
International Opportunities Fund	$	1,943,952	$	1,685,781	$	1,612,084
Micro Cap Growth Fund	$	500,522	$	603,740	$	500,648
Micro Cap Value Fund	$	171,972	$	172,753	$	237,301
Value Opportunities Fund	$	1,575,578	$	1,991,033	$	1,759,824

In addition to the purchase of Research Services through Commission Sharing Arrangements, Lord Abbett purchased third party Research Services with its own resources during the fiscal years ended October 31, 2015, 2014, and 2013.

The Funds did not pay any portion of the amounts shown above to firms as a result of directed brokerage transactions to brokers for Research Services provided.

All such portfolio transactions were conducted on a “best execution” basis, as discussed above. The provision of Research Services was not necessarily a factor in the placement of all such transactions.

Regular Broker-Dealers. For each of the following regular brokers or dealers (as defined in Rule 10b-1 under the Act) that derived, or has a parent that derived, more than 15% of its gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser, each Fund acquired, during the fiscal year ended October 31, 2015, either its securities or the securities of its parent as follows:

Fund	Regular Broker or Dealer	Value of the Fund’s Aggregate Holdings of the Regular Broker’s or Dealer’s or Parent’s Securities
Alpha Strategy Fund	None	None
Fundamental Equity Fund	Citigroup Global Markets, Inc.	None
	Hartford Life and Annuity Insurance Company	$91,062,902.52
	J.P. Morgan Securities LLC	$143,850,738.50
	Merrill Lynch	None
Growth Leaders Fund	Goldman, Sachs & Co.	None
International Core Equity Fund	Barclays Capital Inc.	$6,191,729.72
	HSBC Securities USA, Inc.	$8,808,481.27
	Pruco Securities LLC	$8,906,269.62
International Dividend Income Fund	Barclays Capital Inc.	$26,828,460.00
	HSBC Securities USA, Inc.	$35,869,349.00
International Opportunities Fund	None	None
Micro Cap Growth Fund	None	None
Micro Cap Value Fund	None	None
Value Opportunities Fund	Fidelity Investments	$54,342,609.12
	Hartford Life and Annuity Insurance Company	$39,604,805.10

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Classes of Shares

Each Fund offers investors different classes of shares. The different classes of shares represent investments in the same portfolio of securities but are subject to different expenses and will likely have different share prices. Investors should read this section carefully together with the corresponding section in each Fund’s prospectus to determine which class represents the best investment option for their particular situation.

All classes of shares have equal noncumulative voting rights and equal rights with respect to dividends, assets and liquidation, except for certain class-specific expenses. They are fully paid and nonassessable when issued and have no preemptive or conversion rights, except as described in the prospectus and this SAI. Additional classes, series, or funds may be added in the future. The Act requires that where more than one class, series, or fund exists, each class, series, or fund must be preferred over all other classes, series, or funds in respect of assets specifically allocated to such class, series, or fund.

Rule 18f-2 under the Act provides that any matter required to be submitted, by the provisions of the Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each class affected by such matter. Rule 18f-2 further provides that a class shall be deemed to be affected by a matter unless the interests of each class, series, or fund in the matter are substantially identical or the matter does not affect any interest of such class, series, or fund. However, Rule 18f-2 exempts the selection of the independent registered public accounting firm, the approval of a contract with a principal underwriter, and the election of directors/trustees from the separate voting requirements.

The Trust does not hold annual meetings of shareholders unless one or more matters are required to be acted on by shareholders under the Act. Under the Trust’s Declaration and Agreement of Trust (“Declaration”), shareholder meetings may be called (i) at any time by certain officers of the Trust or by a majority of the Trustees for the purpose of taking action upon any matter requiring the vote or authority of each Fund’s shareholders or upon other matters deemed to be necessary or desirable or (ii) upon the written request of the holders of at least one-quarter of each Fund’s outstanding shares and entitled to vote at the meeting.

Shareholder Liability. Delaware law provides that the Trust’s shareholders shall be entitled to the same limitations of personal liability extended to stockholders of private for profit corporations. The courts of some states, however, may decline to apply Delaware law on this point. The Declaration contains an express disclaimer of shareholder liability for the acts, obligations, or affairs of the Trust and requires that a disclaimer be given in each contract entered into or executed by the Trust. The Declaration provides for indemnification out of the Trust’s property of any shareholder or former shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect and the portfolio is unable to meet its obligations. Lord Abbett believes that, in view of the above, the risk of personal liability to shareholders is extremely remote.

Under the Declaration, the Trustees may, without shareholder vote, cause the Trust to merge or consolidate into, or sell and convey all or substantially all of, the assets of the Trust to one or more trusts, partnerships or corporations, so long as the surviving entity is an open-end management investment company that will succeed to or assume the Trust’s registration statement. In addition, the Trustees may, without shareholder vote, cause the Trust to be incorporated under Delaware law or organize another entity in which the Trust will have an interest to take over some or all of the Trust’s property or carry on the Trust’s business.

Derivative actions on behalf of the Trust may be brought only by shareholders owning not less than 50% of the then outstanding shares of the Trust and if the shareholders have requested that the Trustees take such action and the Trustees failed or refused to do so for a period of 60 days.

Class A Shares. If you buy Class A shares, you pay an initial sales charge on investments that do not qualify under the categories listed under “NAV Purchases of Class A Shares” discussed below. If you purchase Class A shares as part of an investment of at least $1 million (or for certain retirement and benefit plans) in shares of one or more Lord

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Abbett Funds, you will not pay an initial sales charge, but, subject to certain exceptions, if you redeem any of those shares before the first day of the month in which the one-year anniversary of your purchase falls, you may pay a contingent deferred sales charge (“CDSC”) of 1% as a percentage of the offering price or redemption proceeds, whichever is lower. Class A shares are subject to a Rule 12b-1 fee at an annual rate of 0.25% of the average daily net assets of the Class A shares for each of Alpha Strategy Fund, Fundamental Equity Fund, Growth Leaders Fund, International Core Equity Fund, International Dividend Income Fund, International Opportunities Fund, and Value Opportunities Fund. Class A shares of Micro Cap Growth Fund and Micro Cap Value Fund are not subject to service and distribution fees. Other potential fees and expenses related to Class A shares are described in the prospectus and below.

Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the sixth anniversary of buying them, you normally will pay a CDSC to Lord Abbett Distributor. That CDSC varies depending on how long you own shares. Class B shares are subject to service and distribution fees at an annual rate of 1% of the average daily net assets of the Class B shares. Other potential fees and expenses related to Class B shares are described in the prospectus and below.

Conversions of Class B Shares. The conversion of Class B shares after approximately the eighth anniversary of their purchase is subject to the continuing availability of a private letter ruling from the Internal Revenue Service (the “IRS”), or an opinion of counsel or tax advisor, to the effect that the conversion of Class B shares does not constitute a taxable event for the holder under federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect. Although Class B shares could then be exchanged for Class A shares on the basis of relative net assets of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.

Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the first anniversary of buying them, you normally will pay a CDSC of 1% as a percentage of the offering price or redemption proceeds, whichever is lower, to Lord Abbett Distributor. Class C shares are subject to service and distribution fees at an annual rate of 1% of the average daily net assets of the Class C shares. Other potential fees and expenses related to Class C shares are described in the prospectus and below.

Class F Shares. If you buy Class F shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC. Class F shares are subject to service and distribution fees at an annual rate of 0.10% of the average daily net assets of the Class F shares. Class F shares generally are available to investors participating in fee-based programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to certain investors that are clients of certain registered investment advisors that have an agreement with Lord Abbett Distributor, if it so deems appropriate. Other potential fees and expenses related to Class F shares are described in the prospectus and below.

Class I Shares. If you buy Class I shares, you pay no sales charges or 12b-1 service or distribution fees.

Class P Shares. If you buy Class P shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC. Class P shares are subject to service and distribution fees at an annual rate of 0.45% of the average daily net assets of the Class P shares. Class P shares are offered only on a limited basis through certain financial intermediaries and retirement and benefit plans. Class P shares are closed to substantially all new investors. However, shareholders that held Class P shares as of October 1, 2007 may continue to hold their Class P shares and may make additional purchases. Class P shares may be redeemed at NAV by existing shareholders, or may be exchanged for shares of another class provided applicable eligibility requirements and sales charges for the other share class are satisfied. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such orders.

Class R2 and R3 Shares. If you buy Class R2 or R3 shares, you pay no sales charge at the time of purchase and if you redeem your shares you pay no CDSC. Class R2 and R3 shares are subject to service and distribution fees at annual rates of 0.60% and 0.50% of the average daily net assets of the Class R2 and R3 shares, respectively. Class

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R2 and R3 generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R2 or R3 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R2 and R3 shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Funds. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans. Other potential fees and expenses related to Class R2 and R3 shares are described in the prospectus and below.

Class R4 Shares. If you buy Class R4 shares, you pay no sales charge at the time of purchase and if you redeem your shares you pay no CDSC. Class R4 shares are subject to a service fee at an annual rate of 0.25% of the average daily net assets of the Class R4 shares. Class R4 shares generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R4 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R4 shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Funds. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans. Other potential fees and expenses related to Class R4 shares are described in the prospectus and below.

Class R5 and R6 Shares. If you buy Class R5 or R6 shares, you pay no sales charge or 12b-1 service or distribution fees. Class R5 and R6 generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R5 or R6 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R5 and R6 shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Funds. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans. Other potential fees and expenses related to Class R5 and R6 shares are described in the prospectus and below.

Rule 12b-1 Plan. Each Fund has adopted an Amended and Restated Joint Distribution Plan pursuant to Rule 12b-1 under the Act for all of the Funds’ share classes except Class I, R5, and R6 shares (the “Plan”). The principal features of the Plan are described in the prospectus; however, this SAI contains additional information that may be of interest to investors. The Plan is a compensation plan, allowing each applicable class to pay a fixed fee to Lord Abbett Distributor that may be more or less than the expenses Lord Abbett Distributor actually incurs for using reasonable efforts to secure purchasers of Fund shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to authorized institutions in connection with sales of shares and/or servicing of accounts of shareholders holding shares; (b) providing continuing information and investment services to shareholder accounts not serviced by authorized institutions receiving a service fee from Lord Abbett Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the shares; and (c) otherwise rendering service to the Funds, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling shares. In adopting the Plan and in approving its continuance, the Board has concluded that there is a reasonable likelihood that the Plan will benefit each applicable class and its shareholders. The expected benefits include greater sales and lower redemptions of class shares, which should allow each class to maintain a consistent cash flow, and a higher quality of service to shareholders by authorized institutions than would otherwise be the case. Under the Plan, each applicable class compensates Lord Abbett Distributor for financing activities primarily intended to sell shares of the applicable Fund. These activities include, but are not limited to, the preparation and distribution of advertising material and sales literature and other marketing activities. Lord Abbett Distributor also uses amounts received under the Plan, as described in the prospectus, for payments to dealers and other agents for (i) providing continuous services to shareholders, such as answering shareholder inquiries, maintaining records, and assisting shareholders in making redemptions, transfers, additional purchases and exchanges and (ii) their assistance in distributing shares of the Funds.

The Plan provides that the maximum payments that may be authorized by the Board for Class A and R4 shares are 0.50%; for Class P shares, 0.75%; and for Class B, Class C, Class F, Class R2, and Class R3 shares, 1.00%. However, the Board has approved payments of 0.25% for Class A and R4 shares of each Fund except Micro Cap

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Growth Fund and Micro Cap Value Fund and 0% for Class A shares of Micro Cap Growth Fund and Micro Cap Value Fund, 1.00% for Class B shares and Class C shares, 0.10% for Class F shares, 0.45% for Class P shares, 0.60% for Class R2 shares, and 0.50% for Class R3 shares. The Plan does not permit any payments for Class I, R5, and R6 shares. The Funds may not pay compensation where tracking data is not available for certain accounts or where the authorized institution waives part of the compensation. In such cases, the Funds will not require payment of any otherwise applicable CDSC.

The amounts paid by each applicable class of each Fund to Lord Abbett Distributor pursuant to the Plan for the fiscal year ended October 31, 2015 were as follows:

Fund	Class A		Class B		Class C		Class F
Alpha Strategy Fund	$	1,495,716	$	136,530	$	3,249,145	$	275,045
Fundamental Equity Fund	$	5,795,707	$	371,970	$	8,357,601	$	589,291
Growth Leaders Fund	$	1,518,324	$	54,458	$	3,146,389	$	589,701
International Core Equity Fund	$	1,013,339	$	86,351	$	446,853	$	74,989
International Dividend Income Fund	$	2,629,996		N/A	$	1,737,464	$	289,345
International Opportunities Fund	$	336,072	$	34,785	$	249,929	$	65,320
Micro Cap Growth Fund ⁽¹⁾		N/A		N/A		N/A		N/A
Micro Cap Value Fund ⁽¹⁾		N/A		N/A		N/A		N/A
Value Opportunities Fund	$	3,038,237	$	157,682	$	3,886,409	$	562,078

Fund	Class P		Class R2		Class R3		Class R4 ⁽²⁾
Alpha Strategy Fund		N/A	$	19,369	$	185,151	$	8
Fundamental Equity Fund	$	76,595	$	83,802	$	1,239,681	$	8
Growth Leaders Fund		N/A	$	3,168	$	59,893	$	9
International Core Equity Fund	$	537	$	5,075	$	96,637	$	8
International Dividend Income Fund		N/A	$	7,332	$	62,444	$	8
International Opportunities Fund	$	2,782	$	2,419	$	34,330	$	8
Micro Cap Growth Fund ⁽¹⁾		N/A		N/A		N/A		N/A
Micro Cap Value Fund ⁽¹⁾		N/A		N/A		N/A		N/A
Value Opportunities Fund	$	214,379	$	53,997	$	641,945	$	8

⁽¹⁾	With respect to each of Micro Cap Growth Fund and Micro Cap Value Fund, the Board has authorized a Class A Rule 12b-1 fee rate of 0.00%.
⁽²⁾	Class R4 shares commenced operations on June 30, 2015.

The Plan requires the Board to review, on a quarterly basis, written reports of all amounts expended pursuant to the Plan for each class, the purposes for which such expenditures were made, and any other information the Board reasonably requests to enable it to make an informed determination of whether the Plan should be continued. The Plan shall continue in effect only if its continuance is specifically approved at least annually by vote of the directors/trustees, including a majority of the directors/trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may not be amended to increase materially above the limits set forth therein the amount spent for distribution expenses thereunder for each class without approval by a majority of the outstanding voting securities of the applicable class and the approval of a majority of the directors/trustees, including a majority of the directors/trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan. As long as the Plan is in effect, the selection or nomination of Independent Directors/Trustees is committed to the discretion of the Independent Directors/Trustees.

One Independent Trustee, Evelyn E. Guernsey, may be deemed to have an indirect financial interest in the operation of the Plan. Ms. Guernsey, an Independent Director/Trustee of the Funds, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive 12b-1 fees from the Funds and/or other Lord Abbett Funds.

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Ms. Foster is the Managing Member of Lord Abbett, which is the sole member of Lord Abbett Distributor, and as such is deemed to have a financial interest in the Plan.

Payments made pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority, Inc. The Plan terminates automatically if it is assigned. In addition, the Plan may be terminated with respect to a class at any time by vote of a majority of the Independent Directors/Trustees (excluding any Independent Director/Trustee who has a direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan) or by vote of a majority of the outstanding voting securities of the applicable class.

CDSC. A CDSC applies upon early redemption of shares for certain classes, and (i) will be assessed on the lesser of the NAV of the shares at the time of the redemption or the NAV when the shares originally were purchased; and (ii) will not be imposed on the amount of your account value represented by the increase in NAV over the initial purchase price (including increases due to the reinvestment of dividends and capital gains distributions) and upon early redemption of shares. In the case of Class A shares, this increase is represented by shares having an aggregate dollar value in your account. In the case of Class B and C shares, this increase is represented by that percentage of each share redeemed where the NAV exceeded the initial purchase price.

Class A Shares. As stated in the prospectus, subject to certain exceptions, if you buy Class A shares of a Fund under certain purchases at NAV (without a front-end sales charge) or if you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett Fund subject to a CDSC, and you redeem any of the Class A shares before the first day of the month in which the one-year anniversary of your purchase falls, a CDSC of 1% normally will be collected.

Class B Shares. As stated in the prospectus, subject to certain exceptions, if Class B shares of a Fund (or Class B shares of another Lord Abbett Fund or series acquired through exchange of such shares) are redeemed out of the Lord Abbett Funds for cash before the sixth anniversary of their purchase, a CDSC will be deducted from the redemption proceeds. The Class B CDSC is paid to Lord Abbett Distributor to reimburse its expenses, in whole or in part, for providing distribution-related services to each Fund in connection with the sale of Class B shares.

To minimize the effects of the CDSC or to determine whether the CDSC applies to a redemption, each Fund redeems Class B shares in the following order: (1) shares acquired by reinvestment of dividends and capital gains distributions, (2) shares held on or after the sixth anniversary of their purchase, and (3) shares held the longest before such sixth anniversary.

The amount of the CDSC will depend on the number of years since you invested and the dollar amount being redeemed, according to the following schedule:

Anniversary of the Day on Which the Purchase Order was Accepted		CDSC on Redemptions (As a % of Amount Subject to Charge)
Before the 1st		5.0%
On the 1st, before the 2nd		4.0%
On the 2nd, before the 3rd		3.0%
On the 3rd, before the 4th		3.0%
On the 4th, before the 5th		2.0%
On the 5th, before the 6th		1.0%
On or after the 6th anniversary		None

In the table, an “anniversary” is the same calendar day in each respective year after the date of purchase. All purchases are considered to have been made on the business day on which the purchase order was accepted. Class B shares automatically will convert to Class A shares on the 25 ^th day of the month (or, if the 25 ^th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

Class C Shares. As stated in the prospectus, subject to certain exceptions, if Class C shares are redeemed before the first anniversary of their purchase, the redeeming shareholder normally will be required to pay to Lord Abbett

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Distributor a CDSC of 1% of the offering price at the time of purchase or redemption proceeds, whichever is lower. If such shares are exchanged into the same class of another Lord Abbett Fund and subsequently redeemed before the first anniversary of their original purchase, the charge also will be collected by Lord Abbett Distributor.

Eligible Mandatory Distributions. If Class A, B, or C shares represent a part of an individual’s total IRA or 403(b) investment, the CDSC for the applicable share class will be waived only for that part of a mandatory distribution that bears the same relation to the entire mandatory distribution as the investment in that class bears to the total investment.

General. There is no CDSC charged on Class F, I, P, R2, R3, R4, R5, or R6 shares; however, financial intermediaries may charge additional fees or commissions other than those disclosed in the prospectus and SAI, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than the discussion here or in the prospectus. You may ask your financial intermediary about any payments it receives from Lord Abbett or the Funds, as well as about fees and/or commissions it charges.

A CDSC will not be imposed at the time of certain transfers. See “Sales Charge Reductions and Waivers—Sales Charge Waivers on Transfers between Accounts” in the prospectus for further information.

With respect to Class A shares, a CDSC will not be assessed at the time of certain transactions, including redemptions by participants or beneficiaries from certain retirement and benefit plans and benefit payments under retirement and benefit plans in connection with plan loans, hardship withdrawals, death, retirement or separation from service and for returns of excess contributions to retirement plan sponsors. With respect to Class A share purchases by retirement and benefit plans made through financial intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor, no CDSC will be assessed at the time of redemptions that continue as investments in another fund participating in the program provided the Plan has not redeemed all, or substantially all, of its assets from the Lord Abbett Funds. With respect to Class B shares, no CDSC is payable for redemptions (i) in connection with Systematic Withdrawal Plan and Div-Move services as described below under those headings, (ii) in connection with a mandatory distribution under 403(b) plans and IRAs and (iii) in connection with the death of the shareholder. In the case of Class A shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse all or a portion of the amount paid by Lord Abbett Distributor if the shares are redeemed before a Fund has had an opportunity to realize the anticipated benefits of having a long-term shareholder account in the Fund. In the case of Class B and C shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse its expenses of providing distribution-related services to the Fund (including recoupment of the commission payments made) in connection with the sale of Class B and C shares before Lord Abbett Distributor has had an opportunity to realize its anticipated reimbursement by having such a long-term shareholder account subject to the Class B or C shares distribution fee.

The percentage used to calculate CDSCs described above for Class A, B, and C shares (1% in the case of Class A and C shares and 5% through 1% in the case of Class B shares) is sometimes hereinafter referred to as the “Applicable Percentage.”

In no event will the amount of the CDSC exceed the Applicable Percentage of the lesser of (i) the NAV of the shares redeemed or (ii) the original cost of such shares (or of the exchanged shares for which such shares were acquired). No CDSC will be imposed when the investor redeems (i) shares representing an aggregate dollar amount of his or her account, in the case of Class A shares, (ii) that percentage of each share redeemed, in the case of Class B and C shares, derived from increases in the value of the shares above the total cost of shares being redeemed due to increases in NAV, (iii) shares with respect to which no Lord Abbett Fund paid a 12b-1 fee and, in the case of Class B shares, Lord Abbett Distributor paid no sales charge or service fee (including shares acquired through reinvestment of dividend income and capital gains distributions), or (iv) shares that, together with exchanged shares, have been held continuously (a) until the first day of the month in which the one-year anniversary of the original purchase falls (in the case of Class A shares), (b) for six years or more (in the case of Class B shares), and (c) for one year or more (in the case of Class C shares). In determining whether a CDSC is payable, (i) shares not subject to the CDSC will be redeemed before shares subject to the CDSC and (ii) of the shares subject to a CDSC, those held the longest will be the first to be redeemed.

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Which Class of Shares Should You Choose? Once you decide that a Fund is an appropriate investment for you, the decision as to which class of shares is better suited to your needs depends on a number of factors that you should discuss with your financial advisor. A Fund’s class-specific expenses and the effect of the different types of sales charges on your investment will affect your investment results over time. The most important factors are how much you plan to invest and how long you plan to hold your investment. If your goals and objectives change over time and you plan to purchase additional shares, you should re-evaluate those factors to see if you should consider another class of shares.

In the following discussion, to help provide you and your financial advisor with a framework in which to choose a class, we have made some assumptions using a hypothetical investment in a Fund. We used the sales charge rates that generally apply to Class A, B, and C, and considered the effect of the higher distribution fees on Class B and C expenses (which will affect your investment return). Of course, the actual performance of your investment cannot be predicted and will vary based on that Fund’s actual investment returns, the operating expenses borne by each class of shares, and the class of shares you purchase. The factors briefly discussed below are not intended to be investment advice, guidelines or recommendations, because each investor’s financial considerations are different. The discussion below of the factors to consider in purchasing a particular class of shares assumes that you will purchase only one class of shares and not a combination of shares of different classes. If you are considering an investment through a retirement and benefit plan (available through certain financial intermediaries as Class A, I, P, R2, R3, R4, R5, or R6 share investments), or a fee-based program (available through certain financial intermediaries as Class A, F, I, or P share investments), you should discuss with your financial intermediary which class of shares is available to you and makes the most sense as an appropriate investment.

How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty, knowing how long you expect to hold your investment will assist you in selecting the appropriate class of shares. For example, over time, the reduced sales charges available for larger purchases of Class A shares may offset the effect of paying an initial sales charge on your investment, compared to the effect over time of higher class-specific expenses on Class C shares for which no initial sales charge is paid. Because of the effect of class-based expenses, your choice also should depend on how much you plan to invest.

Investing for the Short Term. Class C shares might be the appropriate choice (especially for investments of less than $50,000), because there is no initial sales charge on Class C shares, and the CDSC does not apply to shares you redeem after holding them for at least one year.

However, if you plan to invest more than $50,000 for the short term, then the more you invest and the more your investment horizon increases toward six years, the more attractive the Class A share option may become. This is because the annual 12b-1 fee on Class C shares will have a greater impact on your account over the longer term than the reduced front-end sales charge available for larger purchases of Class A shares.

In addition, it may not be suitable for you to place an order for Class C shares for retirement and benefit plans with at least 100 eligible employees or for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases. You should discuss this with your financial advisor.

Investing for the Longer Term. If you plan to invest more than $50,000 over the long term, Class A shares will likely be more advantageous than Class C shares, as discussed above, because of the effect of the expected lower expenses for Class A shares and the reduced initial sales charges available for larger investments in Class A shares under each Fund’s Rights of Accumulation.

Of course, these examples are based on approximations of the effect of current sales charges and expenses on a hypothetical investment over time, and should not be relied on as rigid guidelines.

Are There Differences in Account Features That Matter to You? Some account features may be available in whole or in part to Class A, B, and C shareholders, but not to Class F, I, P, R2, R3, R4, R5, or R6 shareholders. Other features (such as Systematic Withdrawal Plans) might not be advisable in non-retirement and benefit plan accounts for Class B shareholders (because of the effect of the CDSC on the entire amount of a withdrawal if it

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exceeds 12% annually) and in any account for Class C shareholders during the first year of share ownership (due to the CDSC on redemptions during that year). See “Systematic Withdrawal Plan” under “Account Services and Policies” in the prospectus for more information about the 12% annual waiver of the CDSC for Class B and C shares. You should carefully review how you plan to use your investment account before deciding which class of shares you buy. For example, the dividends payable to Class B and C shareholders will be reduced by the expenses borne solely by each of these classes, such as the higher distribution fee to which Class B and C shares are subject.

How Do Payments Affect My Broker? A salesperson, such as a broker, or any other person who is entitled to receive compensation for selling Fund shares may receive different compensation for selling one class than for selling another class. As discussed in more detail below, such compensation is primarily paid at the time of sale in the case of Class A and B shares and is paid over time, so long as shares remain outstanding, in the case of Class C shares. It is important that investors understand that the primary purpose of the CDSC for Class B shares and the distribution fee for Class B and C shares is the same as the purpose of the front-end sales charge on sales of Class A shares: to compensate brokers and other persons selling such shares. The CDSC, if payable, supplements the Class B distribution fee and reduces the Class C distribution fee expenses for a Fund and Class C shareholders. See “Financial Intermediary Compensation” in the prospectus.

What About Shares Offered Through Retirement and Benefit Plans or Fee-Based Programs? The Funds may be offered as an investment option in retirement and benefit plans and fee-based programs. Financial intermediaries may provide some of the shareholder servicing and account maintenance services with respect to these accounts and their participants, including transfers of registration, dividend payee changes, and generation of confirmation statements, and may arrange for third parties to provide other investment or administrative services. Retirement and benefit plan participants may be charged fees for these and other services and fee-based program participants generally pay an overall fee that, among other things, covers the cost of these services. These fees and expenses are in addition to those paid by the Funds, and could reduce your ultimate investment return in Fund shares. For questions about such accounts, contact your sponsor, employee benefits office, plan administrator, or other appropriate organization.

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Purchases, Redemptions, Pricing, and Payments to Dealers

Pricing of Fund Shares . Information concerning how we value Fund shares is contained in the prospectus under “Account Services and Policies – Pricing of Fund Shares.”

Under normal circumstances, we calculate the NAV per share for each class of the Funds as of the close of the NYSE on each day that the NYSE is open for trading by dividing the total net assets of the class by the number of shares of the class outstanding at the time of calculation. The NYSE is closed on Saturdays and Sundays and on days when it observes the following holidays – New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The NYSE may change its holiday schedule or hours of operation at any time.

Portfolio securities are valued at market value as of the close of the NYSE. Market value will be determined as follows: securities listed or admitted to trading privileges on any national or foreign securities exchange, or on the NASDAQ National Market System are valued at the last sale price, or if there is no sale on that day, at the last bid or, in the case of bonds, in the OTC market if that market more accurately reflects the market value of the bonds. Unlisted equity securities are valued at the last transaction price, or if there were no transactions that day, at the mean between the last bid and asked prices. OTC fixed income securities are valued at prices supplied by independent pricing services, which reflect broker-dealer-supplied valuations and electronic data processing techniques reflecting the mean between the bid and asked prices. The principal markets for non-U.S. securities and U.S. fixed income securities also generally close prior to the close of the NYSE. Consequently, values of non-U.S. investments and U.S. fixed income securities will be determined as of the earlier closing of such exchanges and markets unless a Fund prices such a security at its fair value. Securities for which market quotations are not readily available are valued at fair market value under procedures approved by the Board, as described in the prospectus.

All assets and liabilities expressed in foreign currencies will be converted into U.S. dollars at the exchange rates of such currencies against U.S. dollars provided by an independent pricing service as of the close of regular trading on the NYSE. If such exchange rates are not available, the rate of exchange will be determined in accordance with policies established by the Board.

NAV Purchases of Class A Shares. Our Class A shares may be purchased at NAV under the following circumstances:

(a)

purchases of $1 million or more;

(b)

purchases by retirement and benefit plans with at least 100 eligible employees, if such retirement and benefit plan held Class A shares of the Fund as of the close of business on December 31, 2015;

(c)

purchases for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases, if such retirement and benefit plan held Class A shares of the Fund as of the close of business on December 31, 2015;

(d)

purchases by insurance companies and/or their separate accounts to fund variable insurance contracts, provided that the insurance company provides recordkeeping and related administrative services to the contract owners and has entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases;

(e)

(f)

purchases made with dividends and distributions on Class A shares of another Eligible Fund (as defined in the prospectus);

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(g)

purchases representing repayment under the loan feature of the Lord Abbett-sponsored prototype 403(b) Plan for Class A shares;

(h)

purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

(i)

purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with fee-based programs provided that the financial intermediaries or their trading agents have entered into special arrangements with the Funds and/or Lord Abbett Distributor specifically for such purchases;

(j)

(k)

purchases by trustees or custodians of any pension or profit sharing plan or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

(l)

purchases by each Lord Abbett Fund’s directors/trustees, officers of each Lord Abbett Fund, employees and partners of Lord Abbett (including retired persons who formerly held such positions and family members of such purchasers); or

(m)

purchases involving the concurrent sale of Class B or C shares of the Fund related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may pay on behalf of the investor or reimburse the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge.

Class A shares also may be purchased at NAV (i) by employees, partners and owners of unaffiliated consultants and advisors to Lord Abbett, Lord Abbett Distributor, or Lord Abbett Funds who consent to such purchase if such persons provide service to Lord Abbett, Lord Abbett Distributor, or such funds on a continuing basis and are familiar with such funds, (ii) in connection with a merger, acquisition or other reorganization, (iii) by employees of our shareholder servicing agent, or (iv) by the trustees or custodians under any pension or profit-sharing plan or payroll deduction IRA established for the benefit of the directors/trustees, employees of Lord Abbett, or employees of our shareholder service agents. Shares are offered at NAV to these investors for the purpose of promoting goodwill with employees and others with whom Lord Abbett Distributor and/or the Funds have a business relationship.

In addition, Class A shares may be acquired without a front-end sales charge in certain exchange transactions. Please see “Exchanges” below. Also, a front-end sales charge may not be imposed when acquiring Class A shares of a Fund through certain conversions and transfers. See “Sales Charge Reductions and Waivers—Sales Charge Waivers on Transfers between Accounts” and “Exchanges—Conversions” in the prospectus for further information.

Exchanges. To the extent offers and sales may be made in your state, you may exchange some or all of your shares of any class of a Fund for: (i) Lord Abbett Funds currently offered to the public with a sales charge (front-end, back-end or level); or (ii) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (“Money Market Fund”). The exchange privilege will not be available with respect to any fund, the shares of which at the time are not available to new investors of the type requesting the exchange. Shareholders in other Lord Abbett Funds generally have the same right to exchange their shares for the corresponding class of a Fund’s shares.

Each Fund is not designed for short-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. Each Fund reserves the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor determines that it is in the best interest of the Fund and its shareholders. In addition, each Fund may revoke or modify the privilege for all shareholders upon 60 days’ written notice.

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You should read the prospectus of the other fund before exchanging. In establishing a new account by exchange, shares of the fund being exchanged must have a value equal to at least the minimum initial investment required for the other fund into which the exchange is made.

An exchange transaction is based on the relative NAV of the shares being exchanged. The NAV, which normally is calculated each business day at the close of regular trading on the NYSE (typically 4:00 p.m. Eastern time each business day), will be determined after a Fund or its authorized agent receives your exchange order in proper form. Exchanges of Fund shares for shares of another fund generally will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. In the case of an exchange of shares that have been held for 90 days or less where no sales charge is payable on the exchange, the original sales charge incurred with respect to the exchanged shares will be taken into account in determining gain or loss on the exchange only to the extent such charge exceeds the sales charge that would have been payable on the acquired shares had they been acquired for cash rather than by exchange. The portion of the original sales charge not so taken into account will increase the basis of the acquired shares.

No sales charges are imposed on exchanges, except in the case of exchanges out of Money Market Fund. Exchanges of Money Market Fund shares for shares of any Lord Abbett Fund (not including shares described under “Div-Move” below) are subject to a sales charge in accordance with the prospectus of that fund unless a sales charge (front-end, back-end or level) was paid on the initial investment in shares of a Lord Abbett Fund and those shares subsequently were exchanged for shares of Money Market Fund that are currently being exchanged. No CDSC will be charged on an exchange of shares of the same class between Lord Abbett Funds. Upon redemption of shares out of the Lord Abbett Funds, the applicable CDSC will be charged. Thus, if shares of a Lord Abbett Fund are tendered in exchange (“Exchanged Shares”) for shares of the same class of another fund and the Exchanged Shares are subject to a CDSC, the CDSC will carry over to the shares being acquired (including shares of Money Market Fund) (“Acquired Shares”). Any CDSC that is carried over to Acquired Shares is calculated as if the holder of the Acquired Shares had held those shares from the date on which he or she became the holder of the Exchanged Shares. Acquired Shares held in Money Market Fund that are subject to a CDSC will be credited with the time such shares are held in Money Market Fund.

Shares of one class of a Fund may be converted into ( i.e. , reclassified as) shares of a different class of the Fund in certain circumstances. See “Exchanges—Conversions” in the prospectus for further information.

Rights of Accumulation. As stated in the prospectus, Purchasers (as defined in the prospectus) may aggregate their investments in Class A, B, C, F, and P shares of any Eligible Fund so that the Purchaser’s current investment in such shares, plus the Purchaser’s new purchase of Class A shares of any Eligible Fund, may reach a level eligible for a discounted sales charge for such shares. Class I, R2, R3, R4, R5, and R6 shares are not eligible to be combined with other share classes for purposes of calculating the applicable sales charge on Class A share purchases.

To the extent your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds (“Market Value”) determined as of the time your new purchase order is processed; or (2) the aggregate amount you invested in such shares (including reinvestments of dividend and capital gain distributions but excluding capital appreciation) less any redemptions (“Investment Value”). Depending on the way in which the registration information is recorded for the account in which your shares are held, the value of your holdings in that account may not be eligible for calculation at the Investment Value. For example, shares held in accounts maintained by financial intermediaries in nominee or street name may not be eligible for calculation at Investment Value. In such circumstances, the value of the shares may be calculated at Market Value for purposes of Rights of Accumulation.

You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. In certain circumstances, unless you provide documentation (or your financial intermediary maintains records) that substantiates a different Investment Value, your shares will be assigned an initial Investment Value for purposes of Rights of Accumulation. Specifically, Class A, B, C, F, and P shares of Eligible Funds acquired in calendar year 2007 or earlier will be assigned an initial Investment Value equal to the Market Value of those holdings as of the last business day of December 31, 2007. Similarly, Class A, B, C, F,

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and P shares of Eligible Funds transferred to an account with another financial intermediary will be assigned an initial Investment Value equal to the Market Value of such shares on the transfer date. Thereafter, the Investment Value of such shares will increase or decrease according to your actual investments, reinvestments, and redemptions. You must contact your financial intermediary or the Fund if you have additional information that is relevant to the calculation of the Investment Value of your holdings for purposes of reducing sales charges pursuant to the Rights of Accumulation.

Redemptions. A redemption order is in good order when it contains all of the information and documentation required by the order form or otherwise by Lord Abbett Distributor or a Fund to carry out the order. You should read the Fund’s prospectus for more information regarding the Fund’s procedures for submitting redemption requests.

Redemptions may be suspended or payment postponed during any period in which any of the following conditions exist: the NYSE is closed or trading on the NYSE is restricted; an emergency exists as a result of which disposal by a Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of the net assets of its portfolio; or the SEC, by order, so permits. Redemptions, even when followed by repurchases, are taxable transactions for shareholders that are subject to U.S. federal income tax.

Div-Move. Under the Div-Move service described in the prospectus, you can invest the dividends paid on your account of any class into an existing account of the same class in any other Lord Abbett Fund available for purchase. The account must either be your account, a joint account for you and your spouse, a single account for your spouse, or a custodial account for your minor child under the age of 21. You should read the prospectus of the other fund before investing.

Invest-A-Matic. The Invest-A-Matic method of investing in the Funds and/or any other Eligible Fund is described in the prospectus. To avail yourself of this method you must complete the application form, selecting the time and amount of your bank checking account withdrawals and the funds for investment, include a voided, unsigned check and complete the bank authorization.

Systematic Withdrawal Plan (“SWP”). The SWP also is described in the prospectus. You may establish an SWP if you own or purchase uncertificated shares having a current offering price value of at least $10,000 in the case of Class A or C shares and $25,000 in the case of Class B shares, except in the case of an SWP established for certain retirement and benefit plans, for which there is no minimum. Lord Abbett prototype retirement plans have no such minimum. With respect to Class B and C shares, the CDSC will be waived on redemptions of up to 12% per year of the current value of your account at the time the SWP is established. For Class B share redemptions over 12% per year, the CDSC will apply to the entire redemption. Therefore, please contact the Funds for assistance in minimizing the CDSC in this situation. With respect to Class C shares, the CDSC will be waived on and after the first anniversary of their purchase. The SWP involves the planned redemption of shares on a periodic basis by receiving either fixed or variable amounts at periodic intervals. Because the value of shares redeemed may be more or less than their cost, gain or loss may be recognized for income tax purposes on each periodic payment. Normally, you may not make regular investments at the same time you are receiving systematic withdrawal payments because it is not in your interest to pay a sales charge on new investments when, in effect, a portion of that new investment is soon withdrawn. The minimum investment accepted while a withdrawal plan is in effect is $1,000. The SWP may be terminated by you or by us at any time by written notice.

Retirement Plans. The prospectus indicates the types of retirement plans for which Lord Abbett provides forms and explanations. Lord Abbett makes available the retirement plan forms including 401(k) plans and custodial agreements for IRAs (Individual Retirement Accounts, including Traditional, Education, Roth and SIMPLE IRAs and Simplified Employee Pensions), 403(b) plans, and qualified pension and profit-sharing plans. The forms name State Street Bank and Trust Company as custodian and contain specific information about the plans excluding 401(k) plans. Explanations of the eligibility requirements, annual custodial fees and allowable tax advantages and penalties are set forth in the relevant plan documents. Adoption of any of these plans should be on the advice of your legal counsel or qualified tax advisor.

Purchases through Financial Intermediaries. The Funds and/or Lord Abbett Distributor have authorized one or more agents to receive on its behalf purchase and redemption orders. Such agents are authorized to designate other

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intermediaries to receive purchase and redemption orders on behalf of the Funds or Lord Abbett Distributor. A Fund will be deemed to have received a purchase or redemption order when an authorized agent or, if applicable, an agent’s authorized designee, receives the order. The order will be priced at the Fund’s NAV next computed after it is received by the Fund’s authorized agent, or if applicable, the agent’s authorized designee. A financial intermediary may charge transaction fees on the purchase and/or sale of Fund shares.

Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. As described in the prospectus, Lord Abbett or Lord Abbett Distributor, in its sole discretion, at its own expense and without cost to the Fund or shareholders, also may make payments to dealers and other firms authorized to accept orders for Fund shares (collectively, “Dealers”) in connection with marketing and/or distribution support for Dealers, shareholder servicing, entertainment, training and education activities for the Dealers, their investment professionals and/or their clients or potential clients, and/or the purchase of products or services from such Dealers. Some of these payments may be referred to as revenue sharing payments. As of the date of this SAI, the Dealers to whom Lord Abbett or Lord Abbett Distributor has agreed to make revenue sharing payments (not including payments for entertainment, and training and education activities for the Dealers, their investment professionals and/or their clients or potential clients) with respect to the Funds and/or other Lord Abbett Funds were as follows:

ADP Broker-Dealer Inc.
AIG Advisor Group, Inc.
Allstate Life Insurance Company
Allstate Life Insurance Company of New York
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Ascensus, Inc.
AXA Advisors, LLC
AXA Equitable Life Insurance Company
B.C. Ziegler and Company
Banc of America
Bodell Overcash Anderson & Co., Inc.
Business Men’s Assurance Company of America/RBC Insurance
Cadaret, Grant & Co., Inc.
Cambridge Investment Research, Inc.
Cetera Advisors LLC
Cetera Advisor Networks LLC
Cetera Financial Specialists LLC
Cetera Investment Services LLC
Charles Schwab & Co., Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
Credit Suisse Securities (USA) LLC
CRI Securities, LLC
CUSO Financial Services, L.P.
Edward D. Jones & Co., L.P.
Envestnet Asset Management, Inc.
Family Investors Company
Fidelity Brokerage Services, LLC
First Allied Securities, Inc. (Cetera)
First Security Benefit Life Insurance and Annuity Company
First SunAmerica Life Insurance Company
Forethought Life Insurance Company
Genworth Life & Annuity Insurance Company
Genworth Life Insurance Company of New York
Girard Securities, Inc. (Cetera)
GWFS Equities, Inc.

Hartford Life and Annuity Insurance Company
Hartford Life Insurance Company
HighTower Holding LLC
Investacorp, Inc.
Investors Capital Corporation (Cetera)
James I. Black & Co.
Janney Montgomery Scott LLC
JP Turner & Company, LLC (Cetera)
Legend Equities Corporation (Cetera)
Lincoln Financial Network (Lincoln Financial Advisors Corp. & Lincoln Financial Securities Corp.)
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Linsco/Private Ledger Corp. (LPL Financial Services, Inc.)
MassMutual Life Investors Services, Inc.
Merrill Lynch Life Insurance Company/ML Life Insurance Company of New York (n/k/a Transamerica Advisors)
Merrill Lynch, Pierce, Fenner & Smith Incorporated (and/or certain of its affiliates)
MetLife Securities, Inc.
Morgan, Keegan & Company, Inc.
Morgan Stanley Smith Barney, LLC
National Planning Holdings, Inc.
Nationwide Investment Services Corporation
Nationwide Life Insurance Company / Nationwide Life and Annuity Insurance Company
NFP Securities, Inc.
Oppenheimer & Co. Inc.
Pacific Life & Annuity Company
Pacific Life Insurance Company
Pershing, LLC
PHL Variable Insurance Company
Phoenix Life and Annuity Company
Phoenix Life Insurance Company
PNC Investment LLC
Principal Life Insurance Company
Protective Life Insurance Company

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Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets Corporation (fka RBC Dain Rauscher)
RBC Capital Markets, LLC
RBC Insurance d/b/a Liberty Life Insurance
Robert W. Baird & Co. Incorporated
Santander Securities Corporation
Securian Financial Services, Inc.
Securities America, Inc.
Sorrento Pacific Financial, LLC
Summit Brokerage Services, Inc. (Cetera)
SunAmerica Annuity Life Assurance Company
Sun Life Assurance Company of Canada
Sun Life Insurance and Annuity Company of New York

TFS Securities, Inc.
The Prudential Insurance Company of America
The Variable Annuity Life Insurance Company
TIAA-CREF Individual & Institutional Services, LLC
Transamerica Advisors Life Insurance Company
Transamerica Advisors Life Insurance Company of New York
Triad Advisors, Inc.
UBS Financial Services Inc.
VSR Financial Services, Inc. (Cetera)
Wells Fargo Advisors
Wells Fargo Investments LLC
Woodbury Financial Services, Inc. (now AIG Advisor Group, Inc.)

For more specific information about any revenue sharing payments made to your Dealer, you should contact your investment professional. See “Financial Intermediary Compensation” in the Funds’ prospectus for further information.

The Lord Abbett Funds understand that, in accordance with guidance from the U.S. Department of Labor, retirement and benefit plans, sponsors of qualified retirement plans and/or recordkeepers may be required to use the fees they (or, in the case of recordkeepers, their affiliates) receive for the benefit of the retirement and benefit plans or the investors. This may take the form of recordkeepers passing the fees through to their clients or reducing the clients’ charges by the amount of fees the recordkeeper receives from mutual funds.

Evelyn E. Guernsey, an Independent Director/Trustee of the Funds, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive recordkeeping payments from the Funds and/or other Lord Abbett Funds.

Redemptions in Kind. Under circumstances in which it is deemed detrimental to the best interests of a Fund’s shareholders to make redemption payments wholly in cash, the Fund may pay any portion of a redemption in excess of the lesser of $250,000 or 1% of the Fund’s net assets by a distribution in kind of readily marketable securities in lieu of cash.

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Taxation of the Funds

Each Fund has elected, has qualified, and intends to continue to qualify for the special tax treatment afforded regulated investment companies under the Code. Because each Fund is treated as a separate entity for federal income tax purposes, the status of each Fund as a regulated investment company is determined separately by the IRS. If a Fund continues to qualify for such tax treatment, the Fund will not be liable for U.S. federal income taxes on income and capital gains that the Fund timely distributes to its shareholders. If in any taxable year a Fund fails to so qualify, but is eligible for statutory relief, the Fund may be required to pay penalty taxes (or interest charges in the nature of a penalty) and/or to dispose of certain assets in order to continue to qualify for such tax treatment. If the Fund is not so eligible or if the Fund does not choose to avail itself of such relief, all of the Fund’s taxable income will be taxed to the Fund at regular corporate rates and when such income is distributed, such distributions will be further taxed at the shareholder level. Assuming a Fund continues to qualify for the favorable tax treatment afforded to a regulated investment company, it will be subject to a 4% non-deductible excise tax on certain amounts that are not distributed or treated as having been distributed on a timely basis each calendar year. Each Fund intends to distribute to its shareholders each year an amount adequate to avoid the imposition of this excise tax.

Each Fund intends to declare and pay as dividends each year substantially all of its net income from investments. Dividends paid by a Fund from its ordinary income or net realized short-term capital gains are taxable to you as ordinary income; however certain qualified dividend income that a Fund receives and distributes to an individual shareholder may be subject to a reduced tax rate if the shareholder meets certain holding period and other requirements. The applicable reduced tax rate on qualified dividend income varies depending on the taxable income and status of the shareholder, but generally is 20% for individual shareholders with taxable income in excess of $415,050 ($466,950 if married and file jointly/$233,475 if married and file separately) and 15% for individual shareholders with taxable income less than such amounts (unless such shareholders are in the 10% or 15% income tax brackets and meet certain other conditions, in which case the applicable tax rate is 0%).

A dividend that is attributable to qualified dividend income of a Fund that is paid by the Fund to an individual shareholder will not be taxable as qualified dividend income to such shareholder (1) if the dividend is received with respect to any share of the Fund held for fewer than 61 days during the 121-day period beginning 60 days before the date such shares became “ex-dividend” with respect to the dividend income, (2) if the shareholder elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (3) to the extent that the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.

Distributions paid by a Fund from its net realized long-term capital gains that are reported to you by a Fund as “capital gain dividends” are taxable to you as long-term capital gains, regardless of the length of time you have owned Fund shares. The maximum federal income tax rates applicable to net capital gains recognized by individuals and other non-corporate taxpayers are currently (i) the same as ordinary income tax rates for capital assets held for one year or less, and (ii) taxed at capital gain rates for capital assets held for more than one year. The applicable capital gain rate also depends on the taxable income and status of the shareholder, but generally is 20% for individual shareholders with taxable income in excess of $415,050 ($466,950 if married and file jointly/$233,475 if married and file separately) and 15% for individual shareholders with taxable income less than such amounts (unless such shareholders are in the 10% or 15% income tax brackets and meet certain other conditions, in which case the applicable tax rate is 0%). You also should be aware that the benefits of the long-term capital gains and qualified dividend income rates may be reduced if you are subject to the alternative minimum tax. Capital gains recognized by corporate shareholders are subject to tax at the ordinary income tax rates applicable to corporations. All dividends are taxable regardless of whether they are received in cash or reinvested in Fund shares.

While a Fund’s net capital losses for any year cannot be passed through to you, any such losses incurred by a Fund in a taxable year of the Fund commencing prior to December 23, 2010 can be carried forward for a period of up to eight years to offset the Fund’s capital gains in those years and any such losses incurred by a Fund in taxable years commencing on or after such date may be carried forward indefinitely to offset future capital gains of the Fund. Pursuant to an ordering rule, however, net capital losses incurred in taxable years of a Fund beginning before December 23, 2010 may not be used to offset the Fund’s future capital gains until all net capital losses incurred in taxable years of the Fund beginning after December 22, 2010 have been utilized. As a result of the application of

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this rule, certain net capital losses incurred in taxable years of a Fund beginning before December 23, 2010 may expire unutilized. To the extent capital gains are offset by such losses, they do not result in tax liability to a Fund and are not expected to be distributed to you as capital gain dividends.

Dividends paid by a Fund to corporate shareholders may qualify for the dividends-received deduction to the extent they are derived from dividends paid to the Fund by domestic corporations. If you are a corporation, you must have held your Fund shares for more than 45 days during the 91-day period beginning on the date which is 45 days before the date on which such share becomes “ex-dividend” to qualify for the dividends-received deduction. The dividends-received deduction may be limited if you incur indebtedness to acquire Fund shares, and may result in a reduction to the basis of your shares in a Fund if the dividend constitutes an extraordinary dividend at the Fund level.

A 3.8% Medicare tax also is imposed on the net investment income of certain U.S. individuals, estates and trusts whose income exceeds certain thresholds. For this purpose, “net investment income” generally includes taxable dividends (including capital gain dividends) and capital gains recognized from redemptions or exchanges of shares of mutual funds, such as the Funds. For U.S. individuals, this threshold generally will be exceeded if an individual has adjusted gross income that exceeds $200,000 ($250,000 if married and file jointly/$125,000 if married and file separately). This 3.8% Medicare tax is in addition to the income taxes that are otherwise imposed on ordinary income, qualified dividend income and capital gains as discussed above.

Because the ultimate tax characterization of a Fund’s distributions cannot be determined until after the end of a tax year, there is a possibility that a Fund may make distributions to shareholders that exceed the Fund’s current earnings and profits for a tax year. Any such distributions will not be treated as taxable dividends, but instead will be treated as a return of capital and reduce the tax basis of your Fund shares. To the extent that such distributions exceed the tax basis of your Fund shares, the excess amounts will be treated as gain from the sale of the shares.

If a Fund invests in equity securities of a REIT, the Fund may receive distributions from the REIT that are in excess of the REIT’s earnings. In such case, if the Fund distributes such amounts, this could result in a return of capital to Fund shareholders as discussed above. In addition, investments in such securities also may require the Fund to accrue and distribute income it has not yet received from the REIT. In order to make such distributions, the Fund might be required to sell securities that it otherwise would not have sold. Dividends received by a Fund from a REIT also will not qualify for the dividends-received deduction and generally will not constitute qualified dividend income.

Ordinarily, you are required to take distributions by a Fund into account in the year in which they are made. However, a distribution declared as of a record date in October, November, or December of any year and paid during the following January is treated as received by shareholders on December 31 of the year in which it is declared. Each Fund will send you annual information concerning the tax treatment of dividends and other distributions paid to you by the Fund.

At the time of your purchase of Fund shares, a portion of the purchase price may be attributable to realized or unrealized appreciation in the Fund’s portfolio or to undistributed taxable income of the Fund. Consequently, subsequent distributions by a Fund with respect to these shares from such appreciation or income may be taxable to you even if the NAV of your shares is, as a result of the distributions, reduced below your cost for such shares and the distributions economically represent a return of a portion of your investment.

Redemptions and exchanges of Fund shares for shares of another fund generally are taxable events for shareholders that are subject to tax. In general, if Fund shares are sold, you will recognize gain or loss equal to the difference between the amount realized on the sale and your adjusted basis in the shares. Such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. However, if your holding period in your Fund shares is six months or less, any capital loss realized from a sale, exchange, or redemption of such shares must be treated as long-term capital loss to the extent of any capital gain dividends received with respect to such shares. In addition, capital gains recognized from redemptions or exchanges of Fund shares generally will be included in the calculation of “net investment income” for purposes of the 3.8% Medicare tax applicable to certain U.S. individuals, estates and trusts as discussed above.

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Losses on the sale of Fund shares may be disallowed to the extent that, within a period beginning 30 days before the date of the sale and ending 30 days after the date of the sale, you acquire other shares in the same Fund (including pursuant to reinvestment of dividends and/or capital gain distributions). In addition, if shares in a Fund that have been held for less than 91 days are redeemed and the proceeds are reinvested on or before January 31 of the calendar year following the year of the redemption in shares of the same Fund or another fund pursuant to the Reinvestment Privilege, or if shares in a Fund that have been held for less than 91 days are exchanged for the same class of shares in another fund at NAV pursuant to the exchange privilege, all or a portion of any sales charge paid on the shares that are redeemed or exchanged will not be included in the tax basis of such shares under the Code to the extent that a sales charge that would otherwise apply to the shares received is reduced. However, such sales charge will be included in the tax basis of the subsequently acquired shares to the extent the sales charge is not included in the tax basis of the exchanged shares in the Fund.

If your Fund shares are redeemed by a distribution of securities, you will be taxed as if you had received cash equal to the fair market value of the securities. Consequently, you will have a fair market value basis in the securities.

In addition to reporting gross proceeds from redemptions, exchanges or other sales of mutual fund shares, federal law requires mutual funds, such as the Funds, to report to the IRS and shareholders the “cost basis” of shares acquired by shareholders on or after January 1, 2012 (“covered shares”) that are redeemed, exchanged or otherwise sold on or after such date. These requirements generally do not apply to investments through a tax-deferred arrangement or to certain types of entities (such as C corporations). S corporations, however, are not exempt from these new rules. Also, if you hold Fund shares through a broker (or another nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account.

If you hold Fund shares directly, you may request that your cost basis be calculated and reported using any one of a number of IRS-approved alternative methods. Please contact the Fund to make, revoke or change your election. If you do not affirmatively elect a cost basis method, the Fund will use the average cost basis method as its default method for determining your cost basis.

Please note that you will continue to be responsible for calculating and reporting the cost basis, as well as any corresponding gains or losses, of Fund shares that were purchased prior to January 1, 2012 that are subsequently redeemed, exchanged or sold. You are encouraged to consult your tax advisor regarding the application of the new cost basis reporting rules to you and, in particular, which cost basis calculation method you should elect. In addition, because the Funds are not required to, and in many cases does not possess the information to, take into account all possible basis, holding period or other adjustments into account in reporting cost basis information to you, you also should carefully review the cost basis information provided to you by a Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on your federal income tax return.

Shareholders that are exempt from U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the Code, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, a tax-exempt shareholder may recognize unrelated business taxable income if (1) the acquisition of Fund shares was debt financed or (2) the Fund recognizes certain “excess inclusion income” derived from direct or indirect investments (including from an investment in a REIT) in (a) residual interests in a real estate mortgage investment conduit or (b) equity interests in a taxable mortgage pool if the amount of such income that is recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account the deductions for dividends paid by the Fund). Furthermore, if Fund shares are held through a non-qualified deferred compensation plan, Fund dividends and distributions received by the plan and sales and exchanges of Fund shares by the plan generally are taxable to the employer sponsoring such plan in accordance with the U.S. federal income tax laws governing deferred compensation plans.

A plan participant whose retirement plan invests in a Fund, whether such plan is qualified or not, generally is not taxed on Fund dividends or distributions received by the plan or on sales or exchanges of Fund shares by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan account generally are taxable as ordinary income and different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited

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transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders and plan participants should consult their tax advisors for more information.

Under Treasury regulations, if you are an individual and recognize a loss with respect to Fund shares of $2 million or more (if you are a corporation, $10 million or more) in any single taxable year (or greater amounts over a combination of years), you may be required to file a disclosure statement with the IRS on Form 8886. A shareholder who fails to make the required disclosure may be subject to substantial penalties.

Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options and futures contracts relating to foreign currency, foreign currency forward contracts, foreign currencies or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. U.S. Treasury regulations authorized by the Code to be promulgated in the future may limit the future ability of a Fund to engage in such transactions if they are not directly related to the Fund’s investment in securities.

Options written or purchased by a Fund and futures contracts purchased on certain securities, indices and foreign currencies, as well as certain forward foreign currency contracts, may cause the Fund to recognize gains or losses from marking-to-market even though such options may not have lapsed, been closed out, or exercised, or such futures or forward contracts may not have been performed or closed out. The tax rules applicable to these contracts may affect the characterization of some capital gains and losses recognized by the Fund as long-term or short-term.

Additionally, a Fund may be required to recognize gain if an option, futures contract, short sale, or other transaction that is not subject to the mark-to-market rules is treated as a “constructive sale” of an “appreciated financial position” held by the Fund under Section 1259 of the Code. Any net mark-to-market gains and/or gains from constructive sales also may have to be distributed to satisfy the distribution requirements referred to above even though a Fund may receive no corresponding cash amounts, possibly requiring the Fund to dispose of portfolio securities or to borrow to obtain the necessary cash.

Losses on certain options, futures and/or offsetting positions (portfolio securities or other positions with respect to which a Fund’s risk of loss is substantially diminished by one or more options or futures contracts) also may be deferred under the tax straddle rules of the Code, which also may affect the characterization of capital gains or losses from straddle positions and certain successor positions as long-term or short-term. Certain tax elections may be available that would enable a Fund to ameliorate some adverse effects of the tax rules described in this paragraph. Rules governing the tax aspects of swap agreements are still developing and are not entirely clear in certain respects. While the Funds intend to account for such transactions in an appropriate manner, there is no guarantee that the IRS will concur with such treatment. Each Fund intends to monitor developments in this area in order to maintain its qualification as a regulated investment company. The tax rules applicable to options, futures contracts, forward contracts, short sales, swaps, structured securities, foreign currencies and straddles may affect the amount, timing and character of a Fund’s income and gains or losses and hence of its distributions to shareholders.

A Fund may in some cases be subject to foreign withholding taxes, which would reduce the yield on its investments. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. You may be eligible to claim a federal income tax credit or deduction for foreign income taxes paid by International Core Equity Fund, International Dividend Income Fund, or International Opportunities Fund if more than 50 percent of the value of the Fund’s total assets at the close of the tax year consists of stock or securities in foreign corporations, the Fund has distributed at least 90 percent of its investment company taxable income and net tax-exempt interest, and the Fund makes an election to pass through to you the right to take the credit or deduction for foreign taxes (not in excess of the actual tax liability). In addition, if an underlying fund in which Alpha Strategy Fund invests so qualifies to pass through a federal income tax credit or deduction to its shareholders for its foreign taxes paid, Alpha Strategy Fund may, in certain circumstances, also be eligible to choose to elect to pass through the Fund’s allocable amount of such tax credit or deduction to its shareholders. If a Fund makes such an election, you will be required to include such taxes in your gross income (in addition to dividends and distributions you actually receive), treat such taxes as foreign taxes paid by you, and may be entitled to a tax deduction for such taxes or a tax credit, subject to a holding period requirement and other limitations under the Code. However, if you do not itemize deductions for federal income tax purposes, you will not be able to deduct your pro rata portion of qualified foreign taxes paid by

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the Fund, although you will be required to include your share of such taxes in gross income if the Fund makes the election described above, but you still will be able to claim a tax credit. Solely for purposes of determining the amount of federal income tax credits or deductions for foreign income taxes paid, your distributive share of the foreign taxes paid by the Fund plus the portion of any dividends the Fund pays to you that are derived from foreign sources will be treated as income from foreign sources in your hands. Generally, however, distributions derived from the Fund’s long-term and short-term capital gains will not be treated as income from foreign sources. If such an election is made, the Fund will send an annual written notice to you indicating the amount that you may treat as the proportionate share of foreign taxes paid and income derived from foreign sources.

If a Fund acquires any equity interest (under proposed Treasury regulations, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or that hold at least 50% of their assets in investments producing such passive income (“passive foreign investment companies”), the Fund could be subject to U.S. federal income tax and additional interest charges on “excess distributions” received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Elections generally may be available that would ameliorate these adverse tax consequences, but such elections could require the Fund to recognize taxable income or gain (subject to tax distribution requirements) without the concurrent receipt of cash. These investments also could result in the treatment of capital gains from the sale of stock of passive foreign investment companies as ordinary income. Each Fund may limit and/or manage its holdings in passive foreign investment companies to limit its tax liability or maximize its return from these investments.

U.S. persons who own (either directly or indirectly) more than 50% of the vote or value of a mutual fund, such as the Funds, could be required to report each year their “financial interest” in such fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult their tax advisors regarding the applicability of this reporting requirement to their individual circumstances.

You may be subject to a 28% withholding tax on reportable dividends, capital gain distributions, and redemptions (“backup withholding”). Generally, you will be subject to backup withholding if a Fund does not have your Social Security number or other certified taxpayer identification number on file, or, to the Fund’s knowledge, the number that you have provided is incorrect or backup withholding is applicable as a result of your previous underreporting of interest or dividend income. When establishing an account, you must certify under penalties of perjury that your Social Security number or other taxpayer identification number is correct and that you are not otherwise subject to backup withholding.

The foregoing discussion addresses only the U.S. federal income tax consequences applicable to shareholders who are subject to U.S. federal income tax, hold their shares as capital assets, and are U.S. persons (generally, U.S. individual citizens or residents (including certain former citizens and former long-term residents), domestic corporations or domestic entities taxed as corporations for U.S. tax purposes, estates the income of which is subject to U.S. federal income taxation regardless of its source, and trusts if a court within the U.S. is able to exercise primary supervision over their administration and at least one U.S. person has the authority to control all substantial decisions of the trusts). The treatment of the owner of an interest in an entity that is a pass-through entity for U.S. tax purposes ( e.g. , partnerships and disregarded entities) and that owns Fund shares generally will depend upon the status of the owner and the activities of the pass-through entity. Except as otherwise provided, this description does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, or tax-exempt or tax-deferred plans, accounts or entities. If you are not a U.S. person or are the owner of an interest in a pass-through entity that owns Fund shares, you should consult your tax advisor regarding the U.S. and foreign tax consequences of the ownership of Fund shares, including the applicable rate of U.S. withholding tax on amounts treated as ordinary dividends from a Fund (other than certain dividends derived from short-term capital gains and qualified interest income of a Fund, provided that a Fund chooses to report such dividends in a manner qualifying for such favorable tax treatment), and the applicability of U.S. gift and estate taxes.

While none of the Funds expects its shares will constitute U.S. real property interests, if a Fund’s direct and indirect investments in U.S. real property (which includes investments in REITs and certain other regulated investment

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companies that invest in U.S. real property) were to exceed certain levels, a portion of the Fund’s distributions may be attributable to gain from the sale or exchange of U.S. real property interests. In such case, if a non-U.S. shareholder were to own more than 5% of a class of the Fund’s shares within a one-year period prior to such a distribution, the non-U.S. shareholder would be (1) subject to a 35% U.S. federal withholding tax on the portion of the Fund’s distributions attributable to such gain, (2) required to file a U.S. federal income tax return to report such gain, and (3) subject to certain “wash sale” rules if the shareholder disposes of Fund shares just prior to a distribution and reacquires Fund shares shortly thereafter. If a non-U.S. shareholder were to own 5% or less of each class of the Fund’s shares at all times within such one-year period, any such distribution by the Fund would not be subject to these requirements, but if the distribution might otherwise have been reported as a capital gain dividend or short-term capital gain dividend to such shareholder, the distribution would be re-characterized as an ordinary dividend and would be subject to the applicable rate of non-resident alien U.S. withholding tax.

Under the Foreign Account Tax Compliance Act (“FATCA”), a Fund may be required to withhold 30% from payments of dividends and gross redemption proceeds by the Fund to (1) certain foreign financial institutions unless they (i) enter into an agreement with the IRS to determine which (if any) of its accounts are U.S. accounts and comply with annual information reporting with respect to such accounts, (ii) comply with an applicable intergovernmental agreement entered into with respect to FATCA, or (iii) demonstrate that they are otherwise exempt from reporting under FATCA, and (2) certain other foreign entities unless (i) they certify certain information about their direct and indirect U.S. owners, or (ii) demonstrate that they are otherwise exempt from reporting under FATCA. This withholding tax is being phased in commencing on July 1, 2014 for certain payments of income dividends and will apply to payments of capital gain dividends and gross redemption proceeds made by the Fund on or after December 31, 2018.

In order to avoid this withholding, non-exempt foreign financial institutions will have to enter into an agreement with the IRS (unless they are resident in a country that has entered into an intergovernmental agreement with the U.S. that provides for an alternative regime) stipulating that they will (1) provide the IRS with certain information about direct and indirect U.S. account holders (such as the name, address and taxpayer identification number of the holders), (2) comply with verification and due diligence procedures with respect to the identification of U.S. accounts, (3) report to the IRS certain additional information with respect to U.S. accounts maintained by them, and (4) agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Certain other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial ( i.e. , more than 10%) U.S. owner or a certification of no substantial U.S. ownership, unless certain exceptions apply. A non-exempt foreign shareholder resident in a country that has entered into an intergovernmental agreement with the U.S. with respect to FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement. A foreign shareholder that invests in the Fund will need to provide the Fund with documentation properly certifying the shareholder’s status under FATCA (Form W-8BEN-E for entities) to avoid the FATCA withholding. The foregoing is only a general summary of certain provisions of FATCA. The scope of these requirements is potentially subject to material change and shareholders are urged to consult their tax advisers regarding the potential applicability of FATCA to their own situation.

Because everyone’s tax situation is unique, you should consult your tax advisor regarding the treatment of distributions under the federal, state, local, and foreign tax rules that apply to you, as well as the tax consequences of gains or losses from the sale, exchange, or redemption of your Fund shares.

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10.

Underwriter

Lord Abbett Distributor, a New York limited liability company and subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for the Funds. The Trust has entered into a distribution agreement with Lord Abbett Distributor, under which Lord Abbett Distributor is obligated to use its best efforts to find purchasers for the shares of each Fund, and to make reasonable efforts to sell Fund shares on a continuous basis, so long as, in Lord Abbett Distributor’s judgment, a substantial distribution can be obtained by reasonable efforts.

For the last three fiscal years, Lord Abbett Distributor, as the Trust’s principal underwriter, received net commissions after allowance of a portion of the sales charge to independent dealers with respect to Class A shares of the Funds as follows:

	Fiscal Year Ended October 31,
	2015		2014		2013
Gross sales charge	$	11,568,719	$	17,923,486	$	13,499,197
Amount allowed to dealers	$	9,784,990	$	15,169,933	$	11,403,244
Net commissions received by Lord Abbett Distributor	$	1,783,729	$	2,753,553	$	2,095,953

In addition, Lord Abbett Distributor, as the Trust’s principal underwriter, received the following compensation with respect to the Funds for the fiscal year ended October 31, 2015:

	Compensation on Redemption and Repurchase	Brokerage Commissions in Connection with Fund Transactions	Other Compensation*
Class A	$0	N/A	$	748,663.41	**
Class B	$0	N/A	$	222.28
Class C	$0	N/A	$	4,520.91	**
Class F	$0	N/A	$	1,285,083.40
Class P	$0	N/A	$	0.00
Class R2	$0	N/A	$	67.76
Class R3	$0	N/A	$	5,549.01
Class R4 ^***	$0	N/A	$	40.95

* Other compensation includes fees paid to Lord Abbett Distributor for services rendered in connection with activities primarily intended to result in the sale of Fund shares.

** Excludes 12b-1 payments and CDSC fees received during the first year of the associated investment as repayment of fees advanced by Lord Abbett Distributor to broker/dealers at the time of sale.


*** Class R4 shares commenced operations on June 30, 2015.

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11.

Financial Statements

The financial statements incorporated herein by reference from the Funds’ 2015 annual reports to shareholders have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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APPENDIX A

FUND PORTFOLIO INFORMATION RECIPIENTS

The following is a list of the third parties that are eligible to receive portfolio holdings or related information pursuant to ongoing arrangements under the circumstances described above under Investment Policies – Policies and Procedures Governing Disclosure of Portfolio Holdings:

	Portfolio Holdings*
Abel/Noser Corp.	Monthly
Base-Two Investment Systems, Inc.	Daily
Becker, Burke Associates	Monthly
Berthel Schutter	Monthly
Bloomberg L.P.	Daily
Callan Associates Inc.	Monthly
Cambridge Associates LLC	Monthly
Citigroup/The Yield Book, Inc.	Daily
CJS Securities, Inc.	Daily
CL King & Associates	Monthly
Concord Advisory Group Ltd.	Monthly
CTVglobemedia f/k/a Bell GlobeMedia Publishing Co.	Monthly
Curcio Webb	Monthly
Deloitte & Touche LLP	As Requested
Edward D. Jones & Co., L.P.	Monthly
Evaluation Associates, LLC	Monthly
FactSet Research Systems, Inc.	Daily
Financial Model Co. (FMC)	Daily
Hartland & Co.	Monthly
Institutional Shareholder Services, Inc. (ISS)	Daily
Investment Technology Group (ITG)	Daily
Jeffrey Slocum & Associates, Inc.	Monthly
JP Morgan Securities, Inc.	Monthly
Lipper Inc., a Reuters Company	Monthly
Longbow Research	Monthly
Merrill Lynch, Pierce, Fenner & Smith, Incorporated	Monthly
Morningstar Associates, Inc., Morningstar, Inc.	Daily
MSCI Barra	Daily
Muzea Insider Consulting Services	Weekly
Nock, Inc.	Daily
Pierce Park Group	Monthly
Reuters America LLC	Daily
Rocaton Investment Advisors, LLC	Monthly
Rogerscasey	Monthly
SG Constellation LLC	Daily
State Street Corporation	Daily
Sungard Expert Solutions, Inc.	Daily
The Marco Consulting Group	Monthly
Towers Watson Investment Services, Inc. f/k/a Watson Wyatt Worldwide	Monthly
Wall Street Source	Daily
Wilmer Cutler Pickering Hale and Dorr LLP	As Requested

* Each Fund may provide its portfolio holdings to (a) third parties that render services to the Funds relating to such holdings ( i.e. , pricing vendors, ratings organizations, custodians, external administrators, independent registered public accounting firms, counsel, etc.) as appropriate to the service being provided to the Funds, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a daily, monthly or calendar quarterly basis for the purpose of performing their own analyses with respect to a Fund within one day following each calendar period end.

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APPENDIX B

PROXY VOTING POLICIES AND PROCEDURES

THE LORD ABBETT FAMILY OF FUNDS
LORD, ABBETT & CO. LLC

1 Introduction

Under the Investment Advisers Act of 1940, as amended, Lord, Abbett & Co. LLC (“Lord Abbett” or “we”) acts as a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s behalf, including proxy voting. This means that Lord Abbett is required to vote proxies in the manner we believe is in the best interests of each client, including the Lord Abbett Funds (the “Funds”) and their shareholders. We take a long-term perspective in investing our clients’ assets and employ the same perspective in voting proxies on their behalf. Accordingly, we tend to support proxy proposals that we believe are likely to maximize shareholder value over time, whether such proposals were initiated by a company or its shareholders.

2 Proxy Voting Process Overview

Lord Abbett has a Proxy Group within its Operations Department (the “Proxy Group”) that oversees proxy voting mechanics on a day-to-day basis and provides Lord Abbett’s Proxy Policy Committee (the “Proxy Policy Committee”) and Investment Department personnel with information regarding proxy voting. The Proxy Policy Committee consists of Lord Abbett’s Chief Investment Officer, Director of Domestic Equity Portfolio Management, Director of International Equity, Director of Domestic Equity Research, Chief Administrative Officer for the Investment Department, and General Counsel. Voting decisions are made by the Investment Department in accordance with these policies and procedures and are carried out by the Proxy Group.

Lord Abbett has implemented the following approach to the proxy voting process:

In cases where we deem any client’s position in a company to be material, ¹ the relevant investment team is responsible for determining how to vote the security. Once a voting decision has been made, the investment team provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote.

In cases where we deem all clients’ positions in a company to be non-material, the Chief Administrative Officer for the Investment Department is responsible for determining how to vote the security. The Chief Administrative Officer may seek guidance from the relevant investment team, the Proxy Policy Committee or any of its members, the Proxy Service Provider (defined below), or other sources to determine how to vote. Once a voting decision has been made, the Chief Administrative Officer provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote.

We presently consider a position in a particular company to be material if: (1) it represents more than 1% of any client’s portfolio holdings and all clients’ positions in the company together represent more than 1% of the company’s outstanding shares; or (2) all clients’ positions in the company together represent more than 5% of the company’s outstanding shares. For purposes of determining materiality, we exclude shares held by clients with respect to which Lord Abbett does not have authority to vote proxies. We also exclude shares with respect to which Lord Abbett’s vote is restricted or limited due to super-voting share structures (where one class of shares has super-voting rights that effectively disenfranchise other classes of shares), vote limitation policies, and other similar measures. This definition of materiality is subject to change at our discretion.

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Lord Abbett has identified certain types of proxy proposals that it considers purely administrative in nature and as to which it always will vote in the same manner. The Proxy Group is authorized to vote on such proposals without receiving instructions from the Investment Department, regardless of the materiality of any client’s position. Lord Abbett presently considers the following specific types of proposals to fall within this category: (1) proposals to change a company’s name, as to which Lord Abbett always votes in favor; (2) proposals regarding formalities of shareholder meetings (namely, changes to a meeting’s date, time, or location), as to which Lord Abbett always votes in favor; and (3) proposals to allow shareholders to transact other business at a meeting, as to which Lord Abbett always votes against.

When multiple investment teams manage one or more portfolios that hold the same voting security, the investment team that manages the largest number of shares of the security will be considered to have the dominant position. Lord Abbett will vote all shares on behalf of all clients that hold the security in accordance with the vote determined by the investment team with the dominant position.

3 Retention and Oversight of Proxy Service Provider

Lord Abbett has retained an independent third party service provider (the “Proxy Service Provider”) to analyze proxy issues and recommend how to vote on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records. ² While Lord Abbett takes into consideration the information and recommendations of the Proxy Service Provider, Lord Abbett votes all proxies based on its own proxy voting policies, including Lord Abbett’s conclusions regarding the best interests of the Funds, their shareholders, and other advisory clients, rather than basing decisions solely on the Proxy Service Provider’s recommendations.

Lord Abbett monitors the Proxy Service Provider’s capacity, competency, and conflicts of interest to ensure that Lord Abbett continues to vote proxies in the best interests of its clients. As part of its ongoing oversight of the Proxy Service Provider, Lord Abbett performs periodic due diligence on the Proxy Service Provider. Such due diligence may be conducted in Lord Abbett’s offices or at the Proxy Service Provider’s offices. The topics included in these due diligence reviews include conflicts of interest, methodologies for developing vote recommendations, and resources, among other things.

4 Conflicts of Interest

Lord Abbett is an independent, privately held firm with a singular focus on the management of money. Although Lord Abbett does not face the conflicts of interest inherent in being part of a larger financial institution, conflicts of interest nevertheless may arise in the proxy voting process. Such a conflict may exist, for example, when a client’s account holds shares of a company that also is a client of Lord Abbett. We have adopted safeguards designed to ensure that conflicts of interest are identified and resolved in our clients’ best interests rather than our own. These safeguards include, but are not limited to, the following:

Lord Abbett has implemented special voting measures with respect to companies for which one of the Funds’ independent directors/trustees also serves on the board of directors or is a nominee for election to the board of directors. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees ³ (the “Proxy Committees”) and seek voting instructions from

Lord Abbett currently retains Institutional Shareholder Services Inc. as the Proxy Service Provider.

The Boards of Directors and Trustees of the Funds have delegated oversight of proxy voting to separate Proxy Committees comprised solely of independent directors and/or trustees, as the case may be. Each Proxy Committee is responsible for, among other things: (1) monitoring Lord Abbett’s actions in voting securities owned by the related Fund; (2) evaluating Lord Abbett’s policies in voting securities; and (3) meeting with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest.

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the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Service Provider’s recommendations. In these instances, if applicable, the independent director/trustee will abstain from any discussions by the Funds’ Proxy Committees regarding the company.

Lord Abbett also has implemented special voting measures with respect to companies that have a significant business relationship with Lord Abbett (including any subsidiaries of such companies). For this purpose, a “significant business relationship” means: (1) a broker dealer firm that is responsible for one percent or more of the Funds’ total dollar amount of shares sold for the last 12 months; (2) a firm that is a sponsor firm with respect to Lord Abbett’s separately managed account business; (3) an institutional account client that has an investment management agreement with Lord Abbett; (4) an institutional investor that, to Lord Abbett’s knowledge, holds at least $5 million in shares of the Funds; and (5) a retirement plan client that, to Lord Abbett’s knowledge, has at least $5 million invested in the Funds. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Service Provider’s recommendations.

Absent explicit instructions from an institutional account client to resolve proxy voting conflicts in a different manner, Lord Abbett will vote all shares on behalf of all clients that hold a security that presents a conflict of interest for the Funds in accordance with the voting instructions received from the Funds’ Proxy Committees, unless Lord Abbett proposes to follow the Proxy Service Provider’s recommendation.

To serve the best interests of a client that holds a given voting security, Lord Abbett generally will vote proxies without regard to other clients’ investments in different classes or types of securities or instruments of the same issuer that are not entitled to vote. Accordingly, when the voting security in one account is from an issuer whose other, non-voting securit(ies) or instrument(s) are held in a second account in a different strategy, Lord Abbett will vote without input from members of the Investment Department acting on behalf of the second account. The Chief Administrative Officer, members of an investment team, members of the Proxy Policy Committee, and members of the Proxy Group may seek guidance from Lord Abbett’s Investment Conflicts Committee with respect to any potential conflict of interest arising out of the holdings of multiple clients.

5 Proxy Voting Guidelines

A general summary of the guidelines that we normally follow in voting proxies appears below. These voting guidelines reflect our general views. We reserve the flexibility to vote in a manner contrary to our general views on particular issues if we believe doing so is in the best interests of our clients, including the Funds and their shareholders. Many different specific types of proposals may arise under the broad categories discussed below, and it is not possible to contemplate every issue on which we may be asked to vote. Accordingly, we will vote on proposals concerning issues not expressly covered by these guidelines based on the specific factors that we believe are relevant. For institutional accounts managed on behalf of multi-employer pension or benefit plans, commonly referred to as “Taft-Hartley plans,” Lord Abbett generally will vote proxies in accordance with the Proxy Voting Guidelines issued by the AFL-CIO rather than the guidelines described below unless instructed otherwise by the client.

5.1 Auditors

Auditors are responsible for examining, correcting, and verifying the accuracy of a company’s financial statements. Lord Abbett believes that companies normally are in the best position to select their auditors and, therefore, we generally support management’s recommendations concerning the ratification of the selection of auditors. However, we may evaluate such proposals on a case-by-case basis due to concerns about impaired independence, accounting irregularities, or failure of the auditors to act in shareholders’ best economic interests, among other factors we may deem relevant.

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5.2 Directors

5.2.1 Election of directors

The board of directors of a company oversees all aspects of the company’s business. Companies and, under certain circumstances, their shareholders, may nominate directors for election by shareholders. Lord Abbett believes that the independent directors currently serving on a company’s board of directors (or a nominating committee comprised of such independent directors) generally are in the best position to identify qualified director nominees. Accordingly, we normally vote in accordance with management’s recommendations on the election of directors. In evaluating a director nominee’s candidacy, however, Lord Abbett may consider the following factors, among others: (1) the nominee’s experience, qualifications, attributes, and skills, as disclosed in the company’s proxy statement; (2) the composition of the board and its committees; (3) whether the nominee is independent of company management; (4) the nominee’s board meeting attendance; (5) the nominee’s history of representing shareholder interests on the company’s board or other boards; (6) the nominee’s investment in the company; (7) the company’s long-term performance relative to a market index; and (8) takeover activity. In evaluating a compensation committee nominee’s candidacy, Lord Abbett may consider additional factors including the nominee’s record on various compensation issues such as tax gross-ups, severance payments, options repricing, and pay for performance, although the nominee’s record as to any single compensation issue alone will not necessarily be determinative. Lord Abbett may withhold votes for some or all of a company’s director nominees on a case-by-case basis.

5.2.2 Majority voting

Under a majority voting standard, director nominees must be elected by an affirmative majority of the votes cast at a meeting. Majority voting establishes a higher threshold for director election than plurality voting, in which nominees who receive the most votes are elected, regardless of how small the number of votes received is relative to the total number of shares voted. Lord Abbett generally supports proposals that seek to adopt a majority voting standard.

5.2.3 Board classification

A “classified” or “staggered” board is a structure in which only a portion of a company’s board of directors (typically one-third) is elected each year. A company may employ such a structure to promote continuity of leadership and thwart takeover attempts. Lord Abbett generally votes against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by such a structure. In evaluating a classified board proposal, Lord Abbett may consider the following factors, among others: (1) the company’s long-term strategic plan; (2) the extent to which continuity of leadership is necessary to advance that plan; and (3) the need to guard against takeover attempts.

5.2.4 Independent board and committee members

An independent director is one who serves on a company’s board but is not employed by the company or affiliated with it in any other capacity. While company boards may apply different standards in assessing director independence, including any applicable standards prescribed by stock exchanges and the federal securities laws, a director generally is determined to qualify as independent if the director does not have any material relationship with the company (either directly or indirectly) based on all relevant facts and circumstances. Material relationships can include employment, business, and familial relationships, among others. Lord Abbett believes that independent board and committee membership often helps to mitigate the inherent conflicts of interest that arise when a company’s executive officers also serve on its board and committees. Therefore, we generally support the election of board or committee nominees if such election would cause a majority of a company’s board or committee members to be independent. However, a nominee’s effect on the independent composition of the board or any committee is one of many factors Lord Abbett considers in voting on the nominee and will not necessarily be dispositive.

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5.2.5 Independent board chairman

Proponents of proposals to require independent board chairmen (formerly often referred to as “separation of chairman and chief executive officer” proposals) seek to enhance board accountability and mitigate a company’s risk-taking behavior by requiring that the role of the chairman of the company’s board of directors be filled by an independent director. We generally vote with management on proposals that call for independent board chairmen. We may vote in favor of such proposals on a case-by-case basis, despite management opposition, if we believe that a company’s governance structure does not promote independent oversight through other means, such as a lead director, a board composed of a majority of independent directors, and/or independent board committees. In evaluating independent chairman proposals, we will focus in particular on the presence of a lead director, which is an independent director designated by a board with a non-independent chairman to serve as the primary liaison between company management and the independent directors and act as the independent directors’ spokesperson.

5.3 Compensation and Benefits

5.3.1 General

In the wake of recent corporate scandals and market volatility, shareholders increasingly have scrutinized the nature and amount of compensation paid by a company to its executive officers and other employees. Lord Abbett believes that because a company has exclusive knowledge of material information not available to shareholders regarding its business, financial condition, and prospects, the company itself usually is in the best position to make decisions about compensation and benefits. Accordingly, we generally vote with management on such matters. However, we may oppose management on a case-by-case basis if we deem a company’s compensation to be excessive or inconsistent with its peer companies’ compensation, we believe a company’s compensation measures do not foster a long-term focus among its executive officers and other employees, or we believe a company has not met performance expectations, among other reasons. Discussed below are some specific types of compensation-related proposals that we may encounter.

5.3.2 Incentive compensation plans

An incentive compensation plan rewards an executive’s performance through a combination of cash compensation and stock awards. Incentive compensation plans are designed to align an executive’s compensation with a company’s long-term performance. As noted above, Lord Abbett believes that management generally is in the best position to assess executive compensation levels and, therefore, generally votes with management on proposals relating to incentive compensation plans. In evaluating such a proposal, however, Lord Abbett may consider the following factors, among others: (1) the executive’s expertise and the value he or she brings to the company; (2) the company’s performance, particularly during the executive’s tenure; (3) the percentage of overall compensation that consists of stock; (4) whether and/or to what extent the incentive compensation plan has any potential to dilute the voting power or economic interests of other shareholders; (5) the features of the plan and costs associated with it; (6) whether the plan provides for repricing or replacement of underwater stock options; and (7) quantitative data from the Proxy Service Provider regarding compensation ranges by industry and company size. We also scrutinize very closely the proposed repricing or replacement of underwater stock options, taking into consideration the stock’s volatility, management’s rationale for the repricing or replacement, the new exercise price, and any other factors we deem relevant.

5.3.3 Say on pay

“Say on pay” proposals give shareholders a nonbinding vote on executive compensation. These proposals are designed to serve as a means of conveying to company management shareholder concerns, if any, about executive compensation. Lord Abbett believes that management generally is in the best position to assess executive compensation. Thus, we generally vote with management on say on pay proposals unless we believe that compensation has been excessive or direct feedback to management about compensation has not resulted in any changes. We also generally vote with

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management on proposals regarding the frequency of say on pay votes. However, any particular vote will be based on the specific facts and circumstances we deem relevant.

5.3.4 Pay for performance

“Pay for performance” proposals are shareholder proposals that seek to achieve greater alignment between executive compensation and company performance. Shareholders initiating these proposals tend to focus on board compensation committees’ accountability, the use of independent compensation consultants, enhanced disclosure of compensation packages, and perquisites given to executives. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally follow management’s voting recommendations regarding pay for performance proposals. However, we may evaluate such proposals on a case-by-case basis if we believe a company’s long-term interests and its executives’ financial incentives are not properly aligned or if we question the methodology a company followed in setting executive compensation, among other reasons.

5.3.5 Clawback provisions

A clawback provision allows a company to recoup or “claw back” incentive compensation paid to an executive if the company later determines that the executive did not actually meet applicable performance goals. For example, such provisions might be used when a company calculated an executive’s compensation based on materially inaccurate or fraudulent financial statements. Some clawback provisions are triggered only if the misalignment between compensation and performance is attributable to improper conduct on the part of the executive. Shareholder proponents of clawback proposals believe that they encourage executive accountability and mitigate a company’s risk-taking behavior. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally vote with management on clawback proposals. We may, however, evaluate such a proposal on a case-by-case basis due to concerns about the amount of compensation paid to the executive, the executive’s or the company’s performance, or accounting irregularities, among other factors we may deem relevant.

5.3.6 Anti-gross-up policies

Tax “gross-ups” are payments by a company to an executive intended to reimburse some or all of the executive’s tax liability with respect to compensation, perquisites, and other benefits. Because the gross-up payment also is taxable, it typically is inflated to cover the amount of the tax liability and the gross-up payment itself. Critics of such payments argue that they often are not transparent to shareholders and can substantially enhance an executive’s overall compensation. Thus, shareholders increasingly are urging companies to establish policies prohibiting tax gross-ups. Lord Abbett generally favors adoption of anti-tax gross-up policies themselves, but will not automatically vote against a compensation committee nominee solely because the nominee approved a gross-up.

5.3.7 Severance agreements and executive death benefits

Severance or so-called “golden parachute” payments sometimes are made to departing executives after termination or upon a company’s change in control. Similarly, companies sometimes make executive death benefit or so-called “golden coffin” payments to an executive’s estate. Both practices increasingly are coming under shareholder scrutiny. While we generally vote with management on compensation matters and acknowledge that companies may have contractual obligations to pay severance or executive death benefits, we scrutinize cases in which such benefits are especially lucrative or are granted despite the executive’s or the company’s poor performance, and may vote against management on a case-by-case basis as we deem appropriate. We also generally support proposals to require that companies submit severance agreements and executive death benefits for shareholder ratification.

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5.3.8 Executive pay limits

Lord Abbett believes that a company’s flexibility with regard to its compensation practices is critical to its ability to recruit, retain, and motivate key talent. Accordingly, we generally vote with management on shareholder proposals that seek to impose limits on executive compensation.

5.3.9 Employee stock purchase plans

Employee stock purchase plans permit employees to purchase company stock at discounted prices and, under certain circumstances, receive favorable tax treatment when they sell the stock. Lord Abbett generally follows management’s voting recommendation concerning employee stock purchase plans, although we generally do not support plans that are dilutive.

5.4 Corporate Matters

5.4.1 Charter amendments

A company’s charter documents, which may consist of articles of incorporation or a declaration of trust and bylaws, govern the company’s organizational matters and affairs. Lord Abbett believes that management normally is in the best position to determine appropriate amendments to a company’s governing documents. Some charter amendment proposals involve routine matters, such as changing a company’s name or procedures relating to the conduct of shareholder meetings. Lord Abbett believes that such routine matters do not materially affect shareholder interests and, therefore, we vote with management with respect to them in all cases. Other types of charter amendments, however, are more substantive in nature and may impact shareholder interests. We consider such proposals on a case-by-case basis to the extent they are not explicitly covered by these guidelines.

5.4.2 Changes to capital structure

A company may propose amendments to its charter documents to change the number of authorized shares or create new classes of stock. We generally support proposals to increase a company’s number of authorized shares when the company has articulated a clear and reasonable purpose for the increase (for example, to facilitate a stock split, merger, acquisition, or restructuring). However, we generally oppose share capital increases that would have a dilutive effect. We also generally oppose proposals to create a new class of stock with superior voting rights.

5.4.3 Reincorporation

We generally follow management’s recommendation regarding proposals to change a company’s state of incorporation, although we consider the rationale for the reincorporation and the financial, legal, and corporate governance implications of the reincorporation. We will vote against reincorporation proposals that we believe contravene shareholders’ interests.

5.4.4 Mergers, acquisitions, and restructurings

A merger or acquisition involves combining two distinct companies into a single corporate entity. A restructuring involves a significant change in a company’s legal, operational, or structural features. After these kinds of transactions are completed, shareholders typically will own stock in a company that differs from the company whose shares they initially purchased. Thus, Lord Abbett views the decision to approve or reject a potential merger, acquisition, or restructuring as being equivalent to an investment decision. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the anticipated financial and operating benefits; (2) the offer price; (3) the prospects of the resulting company; and (4) any expected changes in corporate governance and their impact on shareholder rights. We generally vote against management proposals to require a supermajority shareholder vote to approve mergers or other significant business combinations. We generally vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We also generally vote against charter amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of a company’s voting stock.

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5.5 Anti-Takeover Issues and Shareholder Rights

5.5.1 Proxy access

Proxy access proposals advocate permitting shareholders to have their nominees for election to a company’s board of directors included in the company’s proxy statement in opposition to the company’s own nominees. Proxy access initiatives enable shareholders to nominate their own directors without incurring the often substantial cost of preparing and mailing a proxy statement, making it less expensive and easier for shareholders to challenge incumbent directors. Lord Abbett evaluates proposals that seek to allow proxy access based on the merits of each situation.

5.5.2 Shareholder rights plans

Shareholder rights plans or “poison pills” are a mechanism of defending a company against takeover efforts. Poison pills allow current shareholders to purchase stock at discounted prices or redeem shares at a premium after a takeover, effectively making the company more expensive and less attractive to potential acquirers. Companies may employ other defensive tactics in combination with poison pills, such as golden parachutes that take effect upon a company’s change in control and therefore increase the cost of a takeover. Because poison pills can serve to entrench management and discourage takeover offers that may be attractive to shareholders, we generally vote in favor of proposals to eliminate poison pills and proposals to require that companies submit poison pills for shareholder ratification. In evaluating a poison pill proposal, however, Lord Abbett may consider the following factors, among others: (1) the duration of the poison pill; (2) whether we believe the poison pill facilitates a legitimate business strategy that is likely to enhance shareholder value; (3) our level of confidence in management; (4) whether we believe the poison pill will be used to force potential acquirers to negotiate with management and assure a degree of stability that will support good long-range corporate goals; and (5) the need to guard against takeover attempts.

5.5.3 Chewable pill provisions

A “chewable pill” is a variant of the poison pill that mandates a shareholder vote in certain situations, preventing management from automatically discouraging takeover offers that may be attractive to shareholders. We generally support chewable pill provisions that balance management’s and shareholders’ interests by including: (1) a redemption clause allowing the board to rescind a pill after a potential acquirer’s holdings exceed the applicable ownership threshold; (2) no dead-hand or no-hand pills, which would allow the incumbent board and their approved successors to control the pill even after they have been voted out of office; (3) sunset provisions that allow shareholders to review and reaffirm or redeem a pill after a predetermined time frame; and (4) a qualifying offer clause, which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.

5.5.4 Anti-greenmail provisions

An anti-greenmail provision is a special charter provision that prohibits a company’s management from buying back shares at above market prices from potential acquirers without shareholder approval. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.

5.5.5 Fair price provisions

A fair price provision is a special charter provision that requires that all selling shareholders receive the same price from a buyer. Fair price provisions are designed to protect shareholders from inequitable two-tier stock acquisition offers in which some shareholders may be bought out on disadvantageous terms. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.

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5.5.6 Rights to call special shareholder meetings

Proposals regarding rights to call special shareholder meetings normally seek approval of amendments to a company’s charter documents. Lord Abbett generally votes with management on proposals concerning rights to call special shareholder meetings. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the stock ownership threshold required to call a special meeting; (2) the purposes for which shareholders may call a special meeting; (3) whether the company’s annual meetings offer an adequate forum in which shareholders may raise their concerns; and (4) the anticipated economic impact on the company of having to hold additional shareholder meetings.

5.5.7 Supermajority vote requirements

A proposal that is subject to a supermajority vote must receive the support of more than a simple majority in order to pass. Supermajority vote requirements can have the effect of entrenching management by making it more difficult to effect change regarding a company and its corporate governance practices. Lord Abbett normally supports shareholders’ ability to approve or reject proposals based on a simple majority vote. Thus, we generally vote for proposals to remove supermajority vote requirements and against proposals to add them.

5.5.8 Cumulative voting

Under cumulative or proportional voting, each shareholder is allotted a number of votes equal to the number of shares owned multiplied by the number of directors to be elected. This voting regime strengthens the voting power of minority shareholders because it enables shareholders to cast multiple votes for a single nominee. Lord Abbett believes that a shareholder or group of shareholders using this technique to elect a director may seek to have the director represent a narrow special interest rather than the interests of the broader shareholder population. Accordingly, we generally vote against cumulative voting proposals.

5.5.9 Confidential voting

In a confidential voting system, all proxies, ballots, and voting tabulations that identify individual shareholders are kept confidential. An open voting system, by contrast, gives management the ability to identify shareholders who oppose its proposals. Lord Abbett believes that confidential voting allows shareholders to vote without fear of retribution or coercion based on their views. Thus, we generally support proposals that seek to preserve shareholders’ anonymity.

5.5.10 Reimbursing proxy solicitation expenses

Lord Abbett generally votes with management on shareholder proposals to require a company to reimburse reasonable expenses incurred by one or more shareholders in a successful proxy contest, and may consider factors including whether the board has a plurality or majority vote standard for the election of directors, the percentage of directors to be elected in the contest, and shareholders’ ability to cumulate their votes for the directors.

5.5.11 Transacting other business

Lord Abbett believes that proposals to allow shareholders to transact other business at a meeting deprive other shareholders of sufficient time and information to carefully evaluate the relevant business issues and determine how to vote with respect to them. Therefore, Lord Abbett always votes against such proposals.

5.6 Social, Political, and Environmental Issues

Proposals relating to social, political, or environmental issues typically are initiated by shareholders and urge a company to disclose certain information or change certain business practices. Lord Abbett evaluates such proposals based on their effect on shareholder value rather than on their ideological merits. We generally follow management’s recommendation on social, political, and environmental proposals and tend to vote against proposals that are unduly burdensome or impose substantial costs on

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a company with no countervailing economic benefits to the company’s shareholders. Nonetheless, we pay particular attention to highly controversial issues, as well as instances where management has failed repeatedly to take corrective actions with respect to an issue.

5.7 Share Blocking

Certain foreign countries impose share blocking restrictions that would prohibit Lord Abbett from trading a company’s stock during a specified period before the company’s shareholder meeting. Lord Abbett believes that in these situations, the benefit of maintaining liquidity during the share blocking period outweighs the benefit of exercising our right to vote. Therefore, it is Lord Abbett’s general policy to not vote securities in cases where share blocking restrictions apply.

6 Document Revision History

Amended: February 25, 2016

History of Amendments to the Proxy Voting Policies and Procedures

Adopted:	September 17, 2009
Amended:	September 14, 2010
	March 10, 2011
	September 13, 2012


	September 19, 2014


	September 17, 2015
	February 25, 2016

LST-13

03/16

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LORD ABBETT SECURITIES TRUST

PART C

OTHER INFORMATION

Item 28.

Exhibits.

(a)	Declaration and Agreement of Trust. Incorporated by reference to Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-1A filed on February 27, 1998.

	i.	Amendment to Declaration and Agreement of Trust (Lord Abbett Large-Cap Value Fund). Incorporated by reference to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement on Form N-1A filed on June 26, 2003.

	ii.	Amendment to Declaration and Agreement of Trust (Lord Abbett International Core Equity Fund). Incorporated by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement on Form N-1A filed on December 12, 2003.

	iii.	Amendment to Declaration and Agreement of Trust (Lord Abbett International Opportunities Fund). Incorporated by reference to Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A filed on February 27, 2004.

	iv.	Amendment to Declaration and Agreement of Trust (Lord Abbett All Value Fund). Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A filed on March 1, 2001.

	v.	Amendments to Declaration and Agreement of Trust (Lord Abbett Micro-Cap Growth Fund and Lord Abbett Micro-Cap Value Fund). Incorporated by reference to Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A filed on February 27, 2004.

	vi.	Amendment to Declaration and Agreement of Trust (Lord Abbett Alpha Series – Class Y). Incorporated by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A filed on August 19, 2004.

	vii.	Amendment to Declaration and Agreement of Trust (Lord Abbett Value Opportunities Fund – Class A, B, C, P & Y). Incorporated by reference to Post-Effective Amendment No. 50 to the Registrant’s Registration Statement on Form N-1A filed on December 20, 2005.

	viii.	Amendment to Declaration and Agreement of Trust dated July 26, 2007. Incorporated by reference to Post-Effective Amendment No. 54 to the Registrant’s Registration Statement on Form N-1A filed on September 13, 2007.

	ix.	Amendment to Declaration and Agreement of Trust (renaming Class Y to Class I shares) dated July 26, 2007. Incorporated by reference to Post-Effective Amendment No. 54 to the Registrant’s Registration Statement on Form N-1A filed on September 13, 2007.

	x.	Amendment to Declaration and Agreement of Trust (Lord Abbett International Dividend Income Fund – Class A, B, C, F, I, R2, & R3) dated March 19, 2008. Incorporated by reference to Post-Effective Amendment No. 56 to the Registrant’s Registration Statement on Form N-1A filed on April 2, 2008.

	xi.	Amendment to Declaration and Agreement of Trust (name change for Growth & Income, International, World-Bond Debenture and Alpha Series) dated May 19, 1999. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on June 20, 2008.

	xii.	Amendment to Declaration and Agreement of Trust (new series, Lord Abbett Micro-Cap Value Fund and Lord Abbett Micro-Cap Growth Fund) dated January 20, 2000. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on June 20, 2008.

	xiii.	Amendment to Declaration and Agreement of Trust (Section 2.7) dated April 20, 2004. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on June 20, 2008.

	xiv.	Amendment to Declaration and Agreement of Trust (Alpha Series name change) dated June 23, 2005. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on June 20, 2008.

	xv.	Amendment to Declaration and Agreement of Trust (Lord Abbett All Value Fund name change) dated June 4, 2009. Incorporated by reference to Post-Effective Amendment No. 61 to the Registrant’s Registration Statement on Form N-1A filed on December 29, 2009.

	xvi.	Amendment to Declaration and Agreement of Trust (new series Lord Abbett Growth Leaders Fund) dated March 10, 2011. Incorporated by reference to Post-Effective Amendment No. 65 to the Registrant’s Registration Statement on Form N-1A filed on March 18, 2011.

	xvii.	Amendment to Declaration and Agreement of Trust (Growth Leaders Fund adding Class B shares) dated September 13, 2012. Incorporated by reference to Post-Effective Amendment No. 70 to the Registrant’s Registration Statement on Form N-1A on September 21, 2012.

	xviii.	Amendment to Declaration and Agreement (creating Class R4, R5, and R6 shares) dated November 6, 2014. Incorporated by reference to Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A on February 27, 2015.

(b)	By-Laws . Amended and Restated By-laws dated January 1, 2013. Incorporated by reference to Post-Effective Amendment No. 74 to the Registration’s Statement on Form N-1A filed on February 27, 2013.

(c)	Instruments Defining Rights of Security Holders . Not applicable.

(d)	Investment Advisory Contracts . Management Agreement incorporated by reference to Post-Effective Amendment No. 38 to the Registrant’s Registration Statement on Form N-1A filed on December 26, 2002.

	i.	Addendum to the Management Agreement (Lord Abbett Large-Cap Value Fund – dated June 30, 2003) incorporated by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A filed on August 19, 2004.

	ii.	Addendum to the Management Agreement (Lord Abbett International Core Equity Fund – dated December 1, 2003). Incorporated by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement on Form N-1A filed on December 12, 2003.

	iii.	Addendum to the Management Agreement (Alpha Series) effective March 1, 2004. Incorporated by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement on Form N-1A filed on August 19, 2004.

	iv.	Addendum to the Management Agreement (Lord Abbett International Opportunities Fund) dated November 1, 2005. Incorporated by reference to Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on Form N-1A filed on February 28, 2006.

	v.	Addendum to the Management Agreement (Lord Abbett Value Opportunities Fund) dated December 20, 2005. Incorporated by reference to Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on Form N-1A filed on February 28, 2006.

	vi.	Addendum to the Management Agreement (Lord Abbett International Dividend Income Fund) dated June 20, 2008. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on June 20, 2008.

	vii.	Addendum to the Management Agreement (Lord Abbett Growth Leaders Fund) dated June 15, 2011. Incorporated by reference to Post-Effective Amendment No. 66 to the Registrant’s Registration Statement on Form N-1A filed on June 14, 2011.

	viii.	Addendum to the Management Agreement (Lord Abbett International Core Equity Fund) dated March 1, 2013. Incorporated by reference to Post-Effective Amendment No. 74 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2013.

	ix.	Addendum to the Management Agreement (Lord Abbett International Dividend Income Fund) dated March 1, 2013. Incorporated by reference to Post-Effective Amendment No. 74 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2013.

	x.	Addendum to the Management Agreement (Lord Abbett Value Opportunities Fund) dated March 1, 2013. Incorporated by reference to Post-Effective Amendment No. 74 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2013.

	xi.	Management Fee Waiver Agreement (Lord Abbett Alpha Strategy Fund) effective March 1, 2016. Filed herein.

	xii.	Expense Limitation Agreement (Lord Abbett International Core Equity Fund, Lord Abbett International Dividend Income Fund and Lord Abbett Growth Leaders Fund) effective March 1, 2016. Filed herein.

(e)	Underwriting Contracts . Distribution Agreement incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A filed on March 1, 2001.

(f)	Bonus or Profit Sharing Contracts . None

(g)	Custodian Agreement. Custodian Agreement dated November 1, 2001 (including updated Exhibit A dated as of April 14, 2014). Incorporated by reference to Post-Effective Amendment No. 78 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2015.

	i.	Amended Exhibit A dated as of December 1, 2015 to the Custodian Agreement. Filed herein.

(h)	*Other Material Contracts .*

	i.	Agency Agreement dated as of April 30, 2010, including amended Schedule A dated as of April 14, 2014. Incorporated by reference to Post-Effective Amendment No. 78 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2015.

	ii.	Amendment to the Agency Agreement dated April 30, 2010 (amended March 15, 2011). Incorporated by reference to Post-Effective Amendment No. 68 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2012.

	iii.	Amended Schedule A dated December 1, 2015 to the Agency Agreement. Filed herein.

	iv.	Amendment to the Agency Agreement dated April 30, 2010 (amended March 15, 2011). Incorporated by reference to Post-Effective Amendment No. 68 to the Registrant’s Registration Statement of Form N-1A filed on February 27, 2012.

	v.	Administrative Services Agreement dated as of December 12, 2002 (including Amendments #1-24). Filed herein.

(i)	Legal Opinion . Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. Filed herein.

(j)	Other Opinion. Consent of Deloitte & Touche LLP. Filed herein.

(k)	Omitted Financial Statements . Not applicable.

(l)	Initial Capital Agreements . Not applicable.

(m)	Rule 12b-1 Plan.

	i.	Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement for Lord Abbett Family of Funds dated November 6, 2014 with updated Schedule A and Schedule B dated as of November 6, 2014. Incorporated by reference to Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A filed on February 27, 2015.

	ii.	Schedule A dated December 1, 2015 to the Amended and Restated Joint 12b-1 Plan and Agreement. Filed herein.

(n)	Rule 18f-3 Plan. Amended and Restated Rule 18f-3 Plan dated as of July 30, 2015 pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 with updated Schedule A dated as of December 1, 2015. Filed herein.

(o)	Reserved.

(p)	Code of Ethics dated as of October 2013. Incorporated by reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A filed on February 27, 2014.

Item 29.	Persons Controlled by or Under Common Control with the Fund.

	None.

Item 30.

Indemnification.

	The Registrant is a Delaware statutory trust established under Chapter 38 of Title 12 of the Delaware Code. The Registrant’s Declaration and Agreement of Trust at Section 4.3 relating to indemnification of trustees, officers, etc. states the following:

	The Trust shall indemnify each of its Trustees, officers, employees and agents (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body in which he or she may be or may have been involved as a party or otherwise or with which he or she may be or may have been threatened, while acting as Trustee or as an officer, employee or agent of the Trust or the Trustees, as the case may be, or thereafter, by reason of his or her being or having been such a Trustee, officer, employee or agent, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust or

	any Series thereof. Notwithstanding anything herein to the contrary, if any matter which is the subject of indemnification hereunder relates only to one Series (or to more than one but not all of the Series of the Trust), then the indemnity shall be paid only out of the assets of the affected Series. No individual shall be indemnified hereunder against any liability to the Trust or any Series thereof or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. In addition, no such indemnity shall be provided with respect to any matter disposed of by settlement or a compromise payment by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, either for said payment or for any other expenses unless there has been a determination that such compromise is in the best interests of the Trust or, if appropriate, of any affected Series thereof and that such Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust or, if appropriate, of any affected Series thereof, and did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. All determinations that the applicable standards of conduct have been met for indemnification hereunder shall be made by (a) a majority vote of a quorum consisting of disinterested Trustees who are not parties to the proceeding relating to indemnification, or (b) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, by independent legal counsel in a written opinion, or (c) a vote of Shareholders (excluding Shares owned of record or beneficially by such individual). In addition, unless a matter is disposed of with a court determination (i) on the merits that such Trustee, officer, employee or agent was not liable or (ii) that such Person was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, no indemnification shall be provided hereunder unless there has been a determination by independent legal counsel in a written opinion that such Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

	The Trustees may make advance payments out of the assets of the Trust or, if appropriate, of the affected Series in connection with the expense of defending any action with respect to which indemnification might be sought under this Section 4.3. The indemnified Trustee, officer, employee or agent shall give a written undertaking to reimburse the Trust or the Series in the event it is subsequently determined that he or she is not entitled to such indemnification and (a) the indemnified Trustee, officer, employee or agent shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of lawful advances, or (c) a majority of a quorum of disinterested Trustees or an independent legal counsel in a written opinion shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. The rights accruing to any Trustee, officer, employee or agent under these provisions shall not exclude any other right to which he or she may be lawfully entitled and shall inure to the benefit of his or her heirs, executors, administrators or other legal representatives.

	Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expense incurred or paid by a trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	In addition, the Registrant maintains a trustees’ and officers’ errors and omissions liability insurance policy protecting trustees and officers against liability for breach of duty, negligent act, error or omission committed in their capacity as trustees or officers. The policy contains certain exclusions, among which is exclusion from coverage for active or deliberate dishonest or fraudulent acts and exclusion for fines or penalties imposed by law or other matters deemed uninsurable.

Item 31.

Business and Other Connections of the Investment Adviser.

	Adviser – Lord, Abbett & Co. LLC

	Lord, Abbett & Co. LLC is the investment adviser of the Registrant and provides investment management services to the Lord Abbett Family of Funds and to various pension plans, institutions and individuals. Lord Abbett Distributor LLC, a limited liability company, serves as its distributor and principal underwriter.

	Set forth below is information relating to the business, profession, vocation or employment of a substantial nature that each partner of the adviser, is or has been engaged in within the last two fiscal years for his/her own account in the capacity of director, officer, employee, partner or trustee of Lord Abbett. The principal business address of each partner is c/o Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, NJ 07302-3973.

	None.

Item 32.

Principal Underwriters.

	(a)	Lord Abbett Distributor LLC serves as principal underwriter for the Registrant. Lord Abbett Distributor LLC also serves as principal underwriter for the following registered open-end investment companies sponsored by Lord, Abbett & Co. LLC:

		Lord Abbett Affiliated Fund, Inc.
		Lord Abbett Bond-Debenture Fund, Inc.
		Lord Abbett Developing Growth Fund, Inc.
		Lord Abbett Equity Trust
		Lord Abbett Global Fund, Inc.
		Lord Abbett Investment Trust
		Lord Abbett Mid Cap Stock Fund, Inc.
		Lord Abbett Municipal Income Fund, Inc.
		Lord Abbett Research Fund, Inc.
		Lord Abbett Series Fund, Inc.
		Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

	(b)	Lord Abbett Distributor LLC is a wholly owned subsidiary of Lord, Abbett & Co. LLC. The principal officers of Lord Abbett Distributor LLC are:

Name and Principal Business Address *	Positions and Offices with Lord Abbett Distributor LLC	Positions and Offices with the Registrant

Daria L. Foster	Chief Executive Officer	President and Chief Executive Officer

Lawrence H. Kaplan	General Counsel	Vice President and Secretary

Joan A. Binstock	Chief Financial and Operations Officer	Chief Financial Officer and Vice President

Joseph M. McGill	Chief Compliance Officer	Chief Compliance Officer

* Each Officer has a principal business address of: 90 Hudson Street, Jersey City, New Jersey 07302

(c)

Not applicable

Item 33.

Location of Accounts and Records.

	Registrant maintains the records required by Rules 31a-1(a) and (b) and 31a-2(a) under the Investment Company Act of 1940, as amended (the “1940 Act”), at its main office.

	Lord, Abbett & Co. LLC maintains the records required by Rules 31a-1(f) and 31a-2(e) under the 1940 Act at its main office.

	Certain records such as cancelled stock certificates and correspondence may be physically maintained at the main office of Registrant’s Transfer Agent, Custodian, or Shareholder Servicing Agent within the requirements of Rule 31a-3 under the 1940 Act.

Item 34.	Management Services.

	None.

Item 35.	Undertakings.

	None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City, and State of New Jersey on the 29 ^th day of February, 2016.

	LORD ABBETT SECURITIES TRUST

	BY:	/s/ Brooke A. Fapohunda
		Brooke A. Fapohunda
		Vice President and Assistant Secretary

	BY:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer and Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

E. Thayer Bigelow* E. Thayer Bigelow	Chairman and Trustee	February 29, 2016

Daria L. Foster* Daria L. Foster	President, CEO, and Trustee	February 29, 2016

Douglas B. Sieg* Douglas B. Sieg	Trustee	February 29, 2016

Robert B. Calhoun, Jr.* Robert B. Calhoun, Jr.	Trustee	February 29, 2016

Eric C. Fast* Eric C. Fast	Trustee	February 29, 2016

Evelyn E. Guernsey* Evelyn E. Guernsey	Trustee	February 29, 2016

Julie A. Hill* Julie A. Hill	Trustee	February 29, 2016

Franklin W. Hobbs* Franklin W. Hobbs	Trustee	February 29, 2016

James M. McTaggart* James M. McTaggart	Trustee	February 29, 2016

James L.L. Tullis* James L.L. Tullis	Trustee	February 29, 2016

*BY:	/s/ Brooke A. Fapohunda
	Brooke A. Fapohunda
	Attorney-in-Fact*

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Lawrence H. Kaplan, Lawrence B. Stoller, Brooke A. Fapohunda and John W. Ashbrook, each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all Registration Statements of each Fund enumerated on Exhibit A hereto for which such person serves as a Director/Trustee (including Registration Statements on Forms N-1A and N-14 and any amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ E. Thayer Bigelow	Chairman and Director/Trustee	February 25, 2016
E. Thayer Bigelow

/s/ Daria L. Foster	President, CEO and Director/Trustee	February 25, 2016
Daria L. Foster

/s/ Douglas B. Sieg	Director/Trustee	February 25, 2016
Douglas B. Sieg

/s/ Robert B. Calhoun, Jr.	Director/Trustee	February 25, 2016
Robert B. Calhoun, Jr.

/s/ Eric C. Fast	Director/Trustee	February 25, 2016
Eric C. Fast

/s/ Evelyn E. Guernsey	Director/Trustee	February 25, 2016
Evelyn E. Guernsey

/s/ Julie A. Hill	Director/Trustee	February 25, 2016
Julie A. Hill

/s/ Franklin W. Hobbs	Director/Trustee	February 25, 2016
Franklin W. Hobbs

/s/ James M. McTaggart	Director/Trustee	February 25, 2016
James M. McTaggart

/s/ James L.L. Tullis	Director/Trustee	February 25, 2016
James L.L. Tullis

EXHIBIT A

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Global Fund, Inc.

Lord Abbett Investment Trust

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Securities Trust

Lord Abbett Series Fund, Inc.

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Exhibit 99.28(d)(xi)

Management Fee Waiver Agreement

This Management Fee Waiver Agreement (the “Agreement”) is made and entered into as of this 1 ^st day of March, 2016 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Securities Trust (the “Trust”) with respect to Lord Abbett Alpha Strategy Fund.

In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

Lord Abbett agrees for the time period set forth in paragraph 2 below to waive its management and administrative services fees at an annual rate of 0.05%.

This Agreement will be effective from March 1, 2016 through February 28, 2017. This Agreement may be terminated only by the Board of Trustees of the Trust upon written notice to Lord Abbett.

IN WITNESS WHEREOF, Lord Abbett and the Trust have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.

	Lord Abbett Securities Trust

	By:	/s/ Brooke A. Fapohunda
		Brooke A. Fapohunda
		Vice President and Assistant Secretary

	Lord, Abbett & Co. llc

	By:	/s/ Lawrence H. Kaplan
		Lawrence H. Kaplan
		Member and General Counsel

Exhibit 99.28(d)(xii)

Expense Limitation Agreement

This Expense Limitation Agreement (the “Agreement”) is made and entered into this 1 ^st day of March, 2016 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Securities Trust (the “Trust”) with respect to Lord Abbett International Core Equity Fund (“International Core Equity Fund”), Lord Abbett International Dividend Income Fund (“International Dividend Income Fund”), and Lord Abbett Growth Leaders Fund (“Growth Leaders Fund”) (each, a “Fund”).

In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

With respect to International Core Equity Fund, Lord Abbett agrees for the time period set forth in paragraph 5 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.77% for Classes F and I. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.70% for Class R6.

With respect to International Dividend Income Fund, Lord Abbett agrees for the time period set forth in paragraph 5 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.87% for Classes A, B, C, P, R2, R3, R4, and R5 and to an annual rate of 0.81% for Classes F and I. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.80% for Class R6.

With respect to Growth Leaders Fund, Lord Abbett agrees for the time period set forth in paragraph 5 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and any acquired fund fees and expenses, to an annual rate of 0.60% for each class other than Class R6. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and

reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding any acquired fund fees and expenses, to an annual rate of 0.50% for Class R6.

To limit each Fund’s total net annual operating expenses as specified above, Lord Abbett will waive the same amount of management and administrative services fees for each share class, but may reimburse different amounts of shareholder servicing expenses for each share class in its sole discretion.

This Agreement will be effective from March 1, 2016 through February 28, 2017. This Agreement may be terminated only by the Board of Trustees of the Trust upon written notice to Lord Abbett.

	Lord Abbett Securities Trust

	By:	/s/ Brooke A. Fapohunda
		Brooke A. Fapohunda
		Vice President and Assistant Secretary

	Lord, Abbett & Co. llc

	By:	/s/ Lawrence H. Kaplan
		Lawrence H. Kaplan
		Member and General Counsel

- 2 -

EXHIBIT A

Amended as of December 1, 2015 ¹

ENTITY AND SERIES	TYPE OF ENTITY	JURISDICTION

Lord Abbett Affiliated Fund, Inc.	Corporation	Maryland

Lord Abbett Bond-Debenture Fund, Inc.	Corporation	Maryland

Lord Abbett Developing Growth Fund, Inc.	Corporation	Maryland

Lord Abbett Equity Trust	Statutory Trust	Delaware
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.	Corporation	Maryland
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Emerging Markets Local Bond Fund
Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust	Statutory Trust	Delaware
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Core Plus Bond Fund ⁽¹⁾
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.	Corporation	Maryland

Lord Abbett Municipal Income Fund, Inc.	Corporation	Maryland
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund

¹ As amended on December 1, 2015 to reflect the addition of Lord Abbett Core Plus Bond Fund, a series of Lord Abbett Investment Trust.

Lord Abbett Research Fund, Inc.	Corporation	Maryland
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series

Lord Abbett Securities Trust	Statutory Trust	Delaware
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.	Corporation	Maryland
Bond-Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Developing Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Core Equity Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.	Corporation	Maryland

SCHEDULE A (amended as of December 1, 2015) ²

List of Funds

This Schedule A, as may be amended from time to time, is incorporated into that certain Agency Agreement dated April 30, 2010 (as amended March 15, 2011) by and between DST Systems, Inc. and the Lord Abbett Family of Funds. Capitalized terms used herein but not defined in this Schedule A have the meanings given to such terms in the Agreement.

The following table is the list of the Funds comprising the Lord Abbett Family of Funds. Registrants are listed in bold font and each Registrant’s Series, if any, are listed in italics immediately below the Registrant.

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc .

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Core Plus Bond Fund ²

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

² As amended on December 1, 2015 to reflect the addition of Lord Abbett Core Plus Bond Fund, a series of Lord Abbett Investment Trust.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration High Yield Municipal Bond Fund

Lord Abbett Short Duration Tax Free Fund

Lord Abbett Research Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Exhibit 99.28(h)(v)

Administrative Services Agreement - Amendment # 1-24

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (“Agreement”) is made as of December 12, 2002 by and among each of the investment companies in the Lord Abbett Family of Funds, as set forth on Exhibit 1 hereto, and each new Lord Abbett Fund added as a party to this Agreement pursuant to section 9, (each, a “Fund” or collectively, the “Funds”) and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett”).

RECITALS

A. WHEREAS, Lord Abbett has entered into a Management Agreement with each Fund whereby Lord Abbett provides investment management services to each Fund.

B. WHEREAS, each Fund desires to retain Lord Abbett to provide certain administrative services and Lord Abbett is willing to provide, or arrange to have provided, such services upon the terms and conditions as hereinafter provided.

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. Agreement to Perform Administrative Services. Each Fund hereby employs Lord Abbett under the terms and conditions of this Agreement, and Lord Abbett hereby accepts such employment and agrees to perform the administrative services described below. It is understood that the persons employed by Lord Abbett to assist in the performance of its duties hereunder will not devote their full time to such services, and may in fact devote a substantial portion of their time to the performance of duties relating to Lord Abbett’s provision of services to other clients, and nothing herein shall be deemed to limit or restrict the right of Lord Abbett, its affiliates, and their respective employees, to engage in and devote time and attention to other business or to render services of whatever kind or nature to Lord Abbett’s other clients.

2. Lord Abbett Services and Duties. Lord Abbett will provide, or arrange to have provided in accordance with section 3 below, for each Fund those facilities, equipment, and personnel to carry out the administrative services which are described in Exhibit 2 hereto (“Administrative Services”). Lord Abbett represents that it has sufficient personnel and experience to perform the Administrative Services, and agrees to perform such Administrative Services in accordance with industry standards for mutual fund administrators.

In performing its duties under this Agreement, Lord Abbett agrees that it shall observe and be bound by all of the provisions of (1) each Fund’s Articles of Incorporation/Declaration and Agreement of Trust and By-laws (including any amendments thereto) which in any way limit or restrict or prohibit or otherwise regulate any action by Lord Abbett, (2) each Fund’s registration statement, and (3) the instructions and directions of the Boards of Directors/Trustees of each Fund. In addition, Lord Abbett agrees and warrants that it will use its best efforts to conform to and comply with the requirements of the Investment Company Act of 1940, as amended (“1940 Act”) and all other applicable federal and state laws and regulations.

3. Lord Abbett Subcontractors . It is understood that Lord Abbett may from time to time employ or associate with such person or persons (“Subcontractors”) as Lord Abbett may believe to be particularly fitted to assist in its performance of this Agreement; provided, however, that the compensation of such Subcontractors shall be paid by Lord Abbett and that Lord Abbett shall be as fully responsible to each Fund for the acts and omissions of any Subcontractor as it is for its own acts and omissions. Lord Abbett shall use its best efforts to ensure that any Subcontractor complies with the provisions of section 2 above.

4. Expenses Assumed . Except as otherwise set forth in this section 4 or as otherwise approved by the Funds’ Boards of Directors/Trustees, Lord Abbett shall pay all expenses incurred by it in performing the Administrative Services, including the cost of providing office facilities, equipment and personnel related to such services. Each Fund will pay its own fees, costs, expenses or charges relating to its assets and operations, including without limitation: fees and expenses under the Management Agreement; fees and expenses of Directors/Trustees not affiliated with Lord Abbett; governmental fees; interest charges; taxes; association membership dues; fees and charges for legal and auditing services; fees and expenses of any custodians or trustees with respect to custody of its assets; fees, charges and expenses of dividend disbursing agents, registrars and transfer agents (including the cost of keeping all necessary shareholder records and accounts, and of handling any problems relating thereto and the expense of furnishing to all shareholders statements of their accounts after every transaction, including the expense of mailing); costs and expenses of repurchase and redemption of its shares; costs and expenses of preparing, printing and mailing to shareholders ownership certificates, proxy statements and materials, prospectuses, reports and notices; costs of preparing reports to governmental agencies; brokerage fees and commissions of every kind and expenses in connection with the execution of portfolio security transactions (including the cost of any service or agency designed to facilitate the purchase and sale of portfolio securities); and all postage, insurance premiums, and any other fee, cost, expense or charge of any kind incurred by and on behalf of the Trust and not expressly assumed by Lord Abbett under this Agreement or the Management Agreement.

5. Compensation . For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets. Such value shall be calculated in the same manner as provided in each Fund’s Management Agreement. It is specifically understood and agreed that any fees for fund accounting services payable by the Funds to State Street Bank and Trust Company pursuant to that separate Custodian and Investment Accounting Agreement dated November 1, 2001 shall be paid directly by Lord Abbett on behalf of the Funds. It is further understood and agreed that should the Funds’ regulatory environment change so that the costs to Lord Abbett of providing Administrative Services increase or decrease significantly, then Lord Abbett and the Funds’ Boards of Directors/Trustees will consider whether it would be appropriate to adjust the compensation under this Agreement.

6. Standard of Care . Other than to abide by the provisions hereof and render the services called for hereunder in good faith, Lord Abbett assumes no responsibility under this Agreement and, having so acted, Lord Abbett shall not be held liable or accountable for any mistakes of law or fact, or for any error or omission of its officers, directors, members or employees, or for any loss or damage arising or resulting therefrom suffered by a Fund or any of its shareholders, creditors, Directors/Trustees or officers; provided however, that nothing herein shall be deemed to protect Lord Abbett against any liability to the Fund 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.

7. Conflicts of Interest . 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 of the Directors/Trustees, officers, shareholders, or other representatives of a Fund are or may be an interested person of Lord Abbett, or any successor or assignee thereof, or that any or all of the officers, members, or other representatives of Lord Abbett are or may be an interested person of the Fund, except as otherwise may be provided in the 1940 Act. Lord Abbett in acting hereunder shall be an independent contractor and not an agent of the Funds.

8. Effective Date and Termination . This Agreement shall become effective with respect to a Fund on January 1, 2003, or at such other date as may be set by the Fund’s Board of Directors/Trustees by resolution, and shall continue in force for two years from the date hereof, and is renewable annually thereafter by specific approval of the Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; any such renewal shall be approved by the vote of a majority of the Directors/Trustees who are not parties to this Agreement or interested persons of Lord Abbett or of the Fund, 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 Directors/Trustees of a Fund or by Lord Abbett on 60 days’ written notice. 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 1940 Act.

9. Addition of New Funds to Agreement . In the event that a new fund is created in the Lord Abbett Family of Funds and such fund wishes to engage Lord Abbett to perform Administrative Services under this Ageement, such fund shall be entitled to do so by executing and delivering to Lord Abbett a document accepting this Agreement. The employment of Lord Abbett on behalf of any new fund shall become effective upon Lord Abbett’s receipt of such counterpart executed by such new fund.

10. Individual Liability. The obligations of each Company/Trust, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Directors/Trustees, shareholders, officers, employees or agents of the Company/Trust individually, but are binding only upon the assets and property of the Company/Trust. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every such Director/Trustee, shareholder, officer, employee or agent for any breach by the Company/Trust 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 Company/Trust.

11. Liability of Funds Several and not Joint . The obligations of a Fund under this Agreement are enforceable solely against that Fund and its assets.

12. Delaware Law . This Agreement shall be construed and the provisions interpreted under and in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On Behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:
		/s/Joan A. Binstock

		Joan A. Binstock

		Chief Financial Officer

Attested:

/s/Christina T. Simmons

Christina T. Simmons
Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:
		/s/Robert S. Dow

		Robert S. Dow

		Managing Member

Attested:

/s/Paul A. Hilstad

Paul A. Hilstad
Member, General Counsel

EXHIBIT 1
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


	Lord Abbett Affiliated Fund, Inc.
	Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
	Lord Abbett Bond-Debenture Fund, Inc.
	Lord Abbett Developing Growth Fund, Inc.
	Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
	Lord Abbett Investment Trust
	Balanced Series
	Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Limited Duration U.S. Government Securities Series
	Lord Abbett Total Return Fund
	U.S. Government Securities Series
	Lord Abbett Large-Cap Growth Fund
	Lord Abbett Mid-Cap Value Fund, Inc.
	Lord Abbett Research Fund, Inc.
	Lord Abbett Growth Opportunities Fund
	Large-Cap Series
	Small-Cap Value Series
	Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	International Series
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	International Portfolio
	Mid-Cap Value Portfolio
	Lord Abbett Tax-Free Income Fund, Inc.
	Lord Abbett Tax-Free Income Trust
	Lord Abbett U.S. Government Securities Money Market Fund, Inc.

EXHIBIT 2
TO
ADMINISTRATIVE SERVICES AGREEMENT

In accordance with section 2 of the Agreement, Lord Abbett will provide, or arrange to have provided, the following Administrative Services for each Fund:


(a)	Fund Accounting, Financial Reporting, Shareholder Servicing and Technology

		(1)	Perform Fund accounting services which include, but are not limited to, daily NAV calculation and dissemination, and maintenance of books and records as required by Rule 31 (a) of the1940 Act.
		(2)	Perform the functions of a mutual fund’s chief financial officer and treasurer.
		(3)	Perform Fund budgeting and accounts payable functions.
		(4)	Perform Financial Reporting, including reports to the Board of Directors/Trustees, and preparation of financial statements, NSARs and registration statements.
		(5)	Coordinate regulatory examinations.
		(6)	Calculate and facilitate payment of dividends.
		(7)	Oversee the preparation and ensure the filing of all Federal/State Tax Returns.
		(8)	Monitor the Fund’s compliance with IRS regulations.
		(9)	Monitor compliance with Fund policies on valuing (pricing) all Fund assets.
		(10)	Monitor Transfer Agent to ensure shareholder accounts are being processed in compliance with the appropriate regulations and are reflected appropriately in the Fund’s records. Ensure 12b-1 payments being paid by the Fund are accurate and in accordance with the 12b-1 plans.
		(11)	Maintain the technology platforms and market data feeds necessary for the daily accounting and reporting functions set forth in this Agreement.

(b)	Legal, Compliance and Blue Sky Functions

		(1)	Prepare and maintain files of all Board and shareholder meeting materials, including minutes.
		(2)	Monitor compliance by each Fund with various conditions imposed by exemptive orders and/or regulatory requirements relating to multiple classes of shares, and fund of funds.


			(3)	Prepare and review periodic Prospectus/Statement of Additional Information compliance reports.
			(4)	Prepare, update and file with the SEC the Funds’ registration statements, including pre-effective and post-effective amendments, Prospectuses, SAIs, and supplements.
			(5)	Prepare and/or review and file proxy materials with the SEC.
			(6)	Review annual and semi-annual reports of the Funds.
			(7)	Negotiate D&O/E&O insurance matters and annual renewals on behalf of the Funds.
			(8)	Monitor fidelity bond coverage for the Funds.
			(9)	Review Rule 24f-2 notices relating to registration fees and file with the SEC.
			(10)	Coordinate regulatory examinations of the Funds.
			(11)	Assist in preparation of Board members’ questionnaires.
			(12)	Register Fund shares with appropriate state blue sky authorities.
			(13)	Obtain and renew all sales permits required by relevant state authorities in order to permit the sale of shares in the state.
			(14)	Monitor the sale of shares in individual states.
			(15)	Respond to all blue sky audit and examination issues.


		Administrative Services Agreement - Amendment #1

AMENDMENT 1
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:


	Lord Abbett Series Fund, Inc.
		All Value Portfolio
		America’s Value Portfolio
		Growth Opportunities Portfolio

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 30 ^th day of April, 2003.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Paul A. Hilstad
Paul A. Hilstad
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF APRIL 30, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Core Fixed Income Fund

Lord Abbett High Yield Fund

Limited Duration U.S. Government Securities Series

Lord Abbett Total Return Fund

U.S. Government Securities Series

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

International Series

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

Lord Abbett California Tax-Free Income Fund

Lord Abbett Connecticut Tax-Free Income Fund

Lord Abbett Hawaii Tax-Free Income Fund

Lord Abbett Minnesota Tax-Free Income Fund

Lord Abbett Missouri Tax-Free Income Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Texas Tax-Free Income Fund

Lord Abbett Washington Tax-Free Income Fund

Lord Abbett Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett U.S. Government Securities Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #2

AMENDMENT 2
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

1. The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

	Lord Abbett Investment Trust
	Lord Abbett Convertible Fund

	Lord Abbett Securities Trust
	Lord Abbett Large-Cap Value Fund

	Lord Abbett Tax-Free Income Trust
	Lord Abbett Insured Intermediate Tax-Free Fund

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 30 ^th day of June, 2003.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Paul A. Hilstad
Paul A. Hilstad
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF JUNE 30, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


	Lord Abbett Affiliated Fund, Inc.
	Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
	Lord Abbett Bond-Debenture Fund, Inc.
	Lord Abbett Developing Growth Fund, Inc.
	Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
	Lord Abbett Investment Trust
	Balanced Series
	Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Limited Duration U.S. Government Securities Series
	Lord Abbett Total Return Fund
	U.S. Government Securities Series
	Lord Abbett Convertible Fund
	Lord Abbett Large-Cap Growth Fund
	Lord Abbett Mid-Cap Value Fund, Inc.
	Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Large-Cap Series
	Small-Cap Value Series
	Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	International Series
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Mid-Cap Value Portfolio


	Lord Abbett Tax-Free Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
	Lord Abbett Tax-Free Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
	Lord Abbett U.S. Government Securities Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #3

AMENDMENT 3

to the

ADMINISTRATIVE SERVICES AGREEMENT

among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Securities Trust
Lord Abbett International Core Equity Fund

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 15 ^th day of December, 2003.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock Chief Financial Officer


Attested:

/s/ Christina T. Simmons
Christina T. Simmons Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow Managing Member


Attested:

/s/ Paul A. Hilstad
Paul A. Hilstad Member, General Counsel

EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Lord Abbett Core Fixed Income Fund

Lord Abbett High Yield Fund

Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund

Lord Abbett Total Return Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Fund

Lord Abbett Convertible Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett International Core Equity Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

Lord Abbett California Tax-Free Income Fund

Lord Abbett Connecticut Tax-Free Income Fund

Lord Abbett Hawaii Tax-Free Income Fund

Lord Abbett Minnesota Tax-Free Income Fund

Lord Abbett Missouri Tax-Free Income Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Texas Tax-Free Income Fund

Lord Abbett Washington Tax-Free Income Fund

Lord Abbett Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #4

AMENDMENT 4

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to amend Section 5. Compensation;


	1.	The first sentence of Section 5 is hereby amended to read as follows:

		For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund (other than Lord Abbett Securities Trust – Alpha Series and Lord Abbett Investment Trust – Balanced Series) will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets.

	2.	The Agreement shall remain the same in all other respects.

	3.	The Amendment is effective with respect to the change in compensation relating to Lord Abbett Securities Trust – Alpha Series as of March 1, 2004 and relating to Lord Abbett Investment Trust – Balanced Series as of April 1, 2004.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock Chief Financial Officer


Attested:

/s/Christina T. Simmons
Christina T. Simmons Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow Managing Member


Attested:

/s/Paul A. Hilstad
Paul A. Hilstad Member, General Counsel

EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Lord Abbett Core Fixed Income Fund

Lord Abbett High Yield Fund

Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund

Lord Abbett Total Return Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Fund

Lord Abbett Convertible Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett International Core Equity Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

Lord Abbett California Tax-Free Income Fund

Lord Abbett Connecticut Tax-Free Income Fund

Lord Abbett Hawaii Tax-Free Income Fund

Lord Abbett Minnesota Tax-Free Income Fund

Lord Abbett Missouri Tax-Free Income Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Texas Tax-Free Income Fund

Lord Abbett Washington Tax-Free Income Fund

Lord Abbett Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #5

AMENDMENT 5
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to amend Exhibit 2;


	1.	The first part of the first sentence of Exhibit 2 is hereby amended to read as follows:

		In accordance with section 2 of the Agreement, Lord Abbett will provide, or arrange to have provided, to each Fund all Administrative Services (to the extent that such services do not constitute advisory services provided to the Fund under the Investment Management Agreement) including the following Administrative Services for each Fund:

	2.	The Agreement shall remain the same in all other respects.

	3.	The Amendment is effective as of December 9, 2004.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


		On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

		By:	/s/Joan A. Binstock
			Joan A. Binstock
			Chief Financial Officer


	Attested:

	/s/Christina T. Simmons
	Christina T. Simmons
	Vice President & Assistant Secretary


		LORD, ABBETT & CO. LLC

		By:	/s/Paul A. Hilstad
			Paul A. Hilstad
			Member, General Counsel


	Attested:

	/s/Christina T. Simmons
	Christina T. Simmons
	Vice President & Assistant Secretary

EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Balanced Series
	Lord Abbett Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Convertible Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Large-Cap Series
	Small-Cap Value Series
Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett International Core Equity Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Mid-Cap Value Portfolio


Lord Abbett Tax-Free Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Tax-Free Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #6

AMENDMENT 6
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;


	1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:


	Lord Abbett Municipal Income Trust
	(formerly Lord Abbett Tax-Free Income Trust)
		-Lord Abbett High Yield Municipal Bond Fund


	2.	The Agreement shall remain the same in all other respects.

	3.	The Amendment is effective as of the 30 ^th day of December, 2004.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


		On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

		By:	/s/Joan A. Binstock
			Joan A. Binstock
			Chief Financial Officer


	Attested:

	/s/Christina T. Simmons
	Christina T. Simmons
	Vice President & Assistant Secretary


		LORD, ABBETT & CO. LLC

		By:	/s/Robert S. Dow
			Robert S. Dow
			Managing Member


	Attested:

	/s/Paul A. Hilstad
	Paul A. Hilstad
	Member, General Counsel

EXHIBIT 1 (AMENDED AS OF DECEMBER 30, 2004)
TO
ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Balanced Series
	Lord Abbett Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Convertible Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett International Core Equity Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Mid-Cap Value Portfolio


Lord Abbett Tax-Free Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
	Lord Abbett High Yield Municipal Bond Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #7

AMENDMENT 7
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Series Fund, Inc.
-Lord Abbett Large-Cap Core Portfolio

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 13 ^th day of April, 2005.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Lawrence H. Kaplan
Lawrence H. Kaplan
Member, Assistant General Counsel

EXHIBIT 1 (AMENDED AS OF APRIL 13, 2005)
TO
ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Balanced Series
	Lord Abbett Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Convertible Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett International Core Equity Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Mid-Cap Value Portfolio


	Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
	Lord Abbett High Yield Municipal Bond Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #8

AMENDMENT 8
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

          Lord Abbett Investment Trust
                        -Lord Abbett Income Strategy Fund
                        -Lord Abbett World Growth & Income Strategy Fund

2. The first sentence of Section 5 is hereby amended to read as follows:

For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund (other than Lord Abbett Securities Trust – Alpha Series and Lord Abbett Investment Trust – Balanced Series, Lord Abbett Income Strategy Fund and Lord Abbett World Growth & Income Strategy Fund) will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets.

3. The Agreement shall remain the same in all other respects.

4. The Amendment is effective as of the 29 ^th day of June, 2005.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Paul A. Hilstad
Paul A. Hilstad
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF JUNE 29, 2005)
TO
ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Balanced Series
	Lord Abbett Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Convertible Fund
	Lord Abbett Income Strategy Fund
	Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett International Core Equity Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio


	Mid-Cap Value Portfolio
	Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
	Lord Abbett High Yield Municipal Bond Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #9

AMENDMENT 9

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Securities Trust
		-Lord Abbett Value Opportunities Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 20 ^th day of December, 2005.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


Attested:

/s/ Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF DECEMBER 20, 2005)
TO
ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Balanced Series
	Lord Abbett Core Fixed Income Fund
	Lord Abbett High Yield Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Convertible Fund
	Lord Abbett Income Strategy Fund
	Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Alpha Series
	Lord Abbett All Value Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio


	Growth Opportunities Portfolio
	International Portfolio
	Mid-Cap Value Portfolio
	Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Florida Series
	Georgia Series
	Michigan Series
	Pennsylvania Series
	Lord Abbett Insured Intermediate Tax-Free Fund
	Lord Abbett High Yield Municipal Bond Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #10

AMENDMENT 10

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Investment Trust
		-Lord Abbett Diversified Equity Strategy Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 29 ^th day of June, 2006.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


Attested:

/s/ Christina T. Simmons
Christina T. Simmons
Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF June 29, 2006)
TO
ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Income Series
Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Strategy Fund
	Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett Total Return Fund
	Lord Abbett U.S. Government & Government Sponsored Enterprises Fund
	Lord Abbett World Growth & Income Strategy Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund
	Lord Abbett Washington Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Florida Series
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Insured Intermediate Tax-Free Fund
	Michigan Series
	Pennsylvania Series


Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Lord Abbett All Value Fund
	Lord Abbett Alpha Strategy Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Large-Cap Core Portfolio
	Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #11

AMENDMENT 11

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Investment Trust
		-Lord Abbett Floating Rate Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 14th day of December, 2007.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


		On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto


		By:	/s/ Joan A. Binstock
			Joan A. Binstock Chief Financial Officer


Attested:

/s/ Lawrence B. Stoller
Lawrence B. Stoller Vice President & Assistant Secretary


		LORD, ABBETT & CO. LLC

		By:	/s/ Robert S. Dow
			Robert S. Dow Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan Member, General Counsel

EXHIBIT 1 (AMENDED AS OF December 14, 2007)

ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Lord Abbett Developing Local Markets Fund ¹
Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund ²
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund ³
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund ⁴
	Lord Abbett Short Duration Income Fund ⁵
	Lord Abbett Total Return Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Minnesota Tax-Free Income Fund ⁶

¹ The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.

² The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.

³ The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.

⁴ Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.

⁵ Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.


	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Texas Tax-Free Income Fund ⁶
	Lord Abbett Washington Tax-Free Income Fund ⁶
Lord Abbett Municipal Income Trust
	Florida Series ⁶
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax-Free Fund ⁷
	Michigan Series ⁶
	Pennsylvania Series
Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Lord Abbett All Value Fund
	Lord Abbett Alpha Strategy Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Large-Cap Core Portfolio
	Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

⁶ At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.

⁷ The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.


		Administrative Services Agreement - Amendment #12

AMENDMENT 12

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Securities Trust
		-Lord Abbett International Dividend Income Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 20th day of June, 2008.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


		On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto


		By:	/s/Joan A. Binstock
			Joan A. Binstock Chief Financial Officer


Attested:

/s/Thomas R. Phillips
Thomas R. Phillips Vice President & Assistant Secretary


		LORD, ABBETT & CO. LLC

		By:	/s/Robert S. Dow
			Robert S. Dow Managing Member


Attested:

/s/Lawrence H. Kaplan
Lawrence H. Kaplan Member, General Counsel

EXHIBIT 1 (AMENDED AS OF JUNE 20, 2008) ¹

ADMINISTRATIVE SERVICES AGREEMENT


The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Equity Series
	Lord Abbett Developing Local Markets Fund
Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund
Lord Abbett Large-Cap Growth Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
Lord Abbett Municipal Income Trust
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax-Free Fund
	Pennsylvania Series

¹ As amended on June 20, 2008 to reflect the addition of the Lord Abbett International Dividend Income Fund, a series of Lord Abbett Securities Trust.


Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series
Lord Abbett Securities Trust
	Lord Abbett All Value Fund
	Lord Abbett Alpha Strategy Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Large-Cap Core Portfolio
	Mid-Cap Value Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement- Amendment #13

AMENDMENT 13
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Municipal Income Trust
		-Lord Abbett Short Duration Tax Free Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 10th day of December, 2008.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


Attested:

/s/ Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF DECEMBER 10, 2008) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.
	Lord Abbett Global Allocation Fund
	Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund

Lord Abbett Municipal Income Trust
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax-Free Fund
	Lord Abbett Short Duration Tax Free Fund
	Pennsylvania Series



¹ As amended on December 10, 2008 to reflect the addition of the Lord Abbett Short Duration Tax Free Fund, a series of Lord Abbett Municipal Income Trust.


Lord Abbett Research Fund, Inc.
	Lord Abbett America’s Value Fund
	Lord Abbett Growth Opportunities Fund
	Lord Abbett Large-Cap Core Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett All Value Fund
	Lord Abbett Alpha Strategy Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	All Value Portfolio
	America’s Value Portfolio
	Bond-Debenture Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Portfolio
	Large-Cap Core Portfolio
	Mid-Cap Value Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #14

AMENDMENT 14
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;



1.	The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

	Lord Abbett Series Fund, Inc.
		-Developing Growth Portfolio;
		-International Core Equity Portfolio;
		-Total Return Portfolio;
		-Value Opportunities Portfolio.

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 1st day of May, 2010.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


Attested:

/s/ Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF MAY 1, 2010) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.
	Lord Abbett Global Allocation Fund
	Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund



¹ As amended on May 1, 2010 to reflect (1) the addition of Lord Abbett Series Fund, Inc. – Developing Growth Portfolio, International Core Equity Portfolio, Total Return Portfolio and Value Opportunities Portfolio; (2) the name changes of Lord Abbett Series Fund, Inc. – Capital Structure Portfolio (formerly, America’s Value Portfolio), Classic Stock Portfolio (formerly, Large-Cap Core Portfolio), Fundamental Equity Portfolio (formerly, All Value Portfolio), and International Opportunities Portfolio (formerly, International Portfolio); and (3) the name changes of Lord Abbett Research Fund, Inc. – Lord Abbett Capital Structure Fund (formerly, Lord Abbett America’s Value Fund), Lord Abbett Classic Stock Fund (formerly, Lord Abbett Large-Cap Core Fund), and Lord Abbett Securities Trust – Lord Abbett Fundamental Equity Fund (formerly, Lord Abbett All Value Fund), and Lord Abbett Stock Appreciation Fund (formerly, Lord Abbett Large-Cap Growth Fund).


Lord Abbett Municipal Income Trust
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax-Free Fund
	Lord Abbett Short Duration Tax Free Fund
	Pennsylvania Series

Lord Abbett Research Fund, Inc.
	Lord Abbett Capital Structure Fund (formerly, Lord Abbett America’s Value Fund)
	Lord Abbett Classic Stock Fund (formerly, Lord Abbett Large-Cap Core Fund)
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund (formerly, Lord Abbett All Value Fund)
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Capital Structure Portfolio (formerly, America’s Value Portfolio)
	Classic Stock Portfolio (formerly, Large-Cap Core Portfolio)
	Developing Growth Portfolio
	Fundamental Equity Portfolio (formerly, All Value Portfolio)
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Portfolio
	International Opportunities Portfolio (formerly, International Portfolio)
	Mid-Cap Value Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund (formerly, Lord Abbett Large-Cap Growth Fund)

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #15

AMENDMENT 15
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;


1.	The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

	Lord Abbett Municipal Income Fund, Inc.
		-Lord Abbett AMT Free Municipal Bond Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 26th day of October, 2010.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


	Attested:

	/s/Thomas R. Phillips
	Thomas R. Phillips
	Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member


	Attested:

	/s/Lawrence H. Kaplan
	Lawrence H. Kaplan
	Member, General Counsel

EXHIBIT 1 (AMENDED AS OF OCTOBER 26, 2010) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.
Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Global Fund, Inc.
	Lord Abbett Global Allocation Fund
	Lord Abbett Developing Local Markets Fund
Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund
Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett Connecticut Tax-Free Income Fund
	Lord Abbett Hawaii Tax-Free Income Fund
	Lord Abbett Missouri Tax-Free Income Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund



¹ As amended on October 26, 2010 to reflect the addition of Lord Abbett Municipal Income Fund, Inc. – Lord Abbett AMT Free Municipal Bond Fund.


Lord Abbett Municipal Income Trust
	Georgia Series
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax-Free Fund
	Lord Abbett Short Duration Tax Free Fund
	Pennsylvania Series

Lord Abbett Research Fund, Inc.
	Lord Abbett Capital Structure Fund
	Lord Abbett Classic Stock Fund
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Capital Structure Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid-Cap Value Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #16

AMENDMENT 16
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to remove funds; and

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;


1.	The Agreement is hereby amended to remove the following funds from Exhibit 1 of the Agreement
		Lord Abbett Municipal Income Fund, Inc.
		-	Lord Abbett Connecticut Tax-Free Income Fund
		-	Lord Abbett Hawaii Tax-Free Income Fund
		-	Lord Abbett Missouri Tax-Free Income Fund
		Lord Abbett Municipal Income Trust
		-	Georgia Series
		-	Lord Abbett High Yield Municipal Bond Fund
		-	Lord Abbett Intermediate Tax-Free Fund
		-	Lord Abbett Short Duration Tax Free Fund
		-	Pennsylvania Series

2.	The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

		Lord Abbett Municipal Income Fund, Inc.
		-	Lord Abbett High Yield Municipal Bond Fund
		-	Lord Abbett Intermediate Tax Free Fund
		-	Lord Abbett Short Duration Tax Free Fund


	3.	The Agreement shall remain the same in all other respects.

	4.	The Amendment is effective as of the 19 ^th day of November, 2010.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


	Attested:

	/s/Thomas R. Phillips
	Thomas R. Phillips
	Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member


	Attested:

	/s/Lawrence H. Kaplan
	Lawrence H. Kaplan
	Member, General Counsel

EXHIBIT 1 (AMENDED AS OF NOVEMBER 19, 2010) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.
	Lord Abbett Global Allocation Fund
	Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax Free Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Short Duration Tax Free Fund



¹ As amended on November 19, 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.


Lord Abbett Research Fund, Inc.
	Lord Abbett Capital Structure Fund
	Lord Abbett Classic Stock Fund
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust

	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

	Bond-Debenture Portfolio
	Capital Structure Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid-Cap Value Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #17

AMENDMENT 17
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;


1.	The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

	Lord Abbett Investment Trust
		-Lord Abbett Inflation Focused Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 20th day of April, 2011.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF APRIL 20, 2011) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.
	Lord Abbett Emerging Markets Currency Fund
	Lord Abbett Global Allocation Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Inflation Focused Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax Free Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Short Duration Tax Free Fund




¹ As amended on April 20, 2011 to reflect (1) the addition of Lord Abbett Investment Trust, Inc. – Lord Abbett Inflation Focused Fund; and (2) the name change of Lord Abbett Global Fund, Inc. – Lord Abbett Emerging Markets Currency Fund (formerly, Lord Abbett Developing Local Markets Fund).


Lord Abbett Research Fund, Inc.
	Lord Abbett Capital Structure Fund
	Lord Abbett Classic Stock Fund
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Capital Structure Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid-Cap Value Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #18

AMENDMENT 18
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Securities Trust
		-Lord Abbett Growth Leaders Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 15th day of June 2011.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/ Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/ Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF JUNE 15, 2011) ¹ TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.
	Lord Abbett Emerging Markets Currency Fund
	Lord Abbett Global Allocation Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Inflation Focused Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax Free Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund
	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Short Duration Tax Free Fund




¹ As amended on June 15, 2011 to reflect the addition of Lord Abbett Securities Trust – Lord Abbett Growth Leaders Fund.


Lord Abbett Research Fund, Inc.
	Lord Abbett Capital Structure Fund
	Lord Abbett Classic Stock Fund
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett Growth Leaders Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Large-Cap Value Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Capital Structure Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid-Cap Value Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #19

AMENDMENT 19

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;

NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:


1.	The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

	Lord Abbett Equity Trust ¹
		-Lord Abbett Calibrated Large Cap Value Fund
		-Lord Abbett Calibrated Mid Cap Value Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 15th day of December 2011.



¹ Effective August 1, 2011, Lord Abbett Blend Trust changed its name to Lord Abbett Equity Trust.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/Robert S. Dow
		Robert S. Dow
		Managing Member

Attested:

/s/Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF December 15, 2011) ²
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Small-Cap Blend Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Global Allocation Fund

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

² As amended to reflect: (1) effective August 1, 2011, Lord Abbett Blend Trust changed its name to Lord Abbett Equity Trust; and (2) the addition of Lord Abbett Calibrated Large Cap Value Fund and Lord Abbett Calibrated Mid Cap Value Fund, each a series of Lord Abbett Equity Trust, as of December 15, 2011.

Lord Abbett Short Duration Tax Free Fund

Lord Abbett Research Fund, Inc.

Lord Abbett Capital Structure Fund

Lord Abbett Classic Stock Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Capital Structure Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid-Cap Value Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Administrative Services Agreement - Amendment #20

AMENDMENT 20
to the
ADMINISTRATIVE SERVICES AGREEMENT
among
The Investment Companies comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;


1.	The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

	Lord Abbett Global Fund, Inc.

		-Lord Abbett Emerging Markets Local Bond Fund

2.	The Agreement shall remain the same in all other respects.

3.	The Amendment is effective as of the 1 ^st day of May 2013.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.


	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer


Attested:

/s/ Thomas R. Phillips
Thomas R. Phillips
Vice President & Assistant Secretary


	LORD, ABBETT & CO. LLC

	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member


Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member, General Counsel

EXHIBIT 1 (AMENDED AS OF MAY 1, 2013) ¹
TO
ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:


Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust
	Lord Abbett Calibrated Large Cap Value Fund
	Lord Abbett Calibrated Mid Cap Value Fund
	Lord Abbett Small-Cap Blend Fund

Lord Abbett Global Fund, Inc.
	Lord Abbett Emerging Markets Currency Fund
	Lord Abbett Emerging Markets Local Bond Fund
	Lord Abbett Global Allocation Fund

Lord Abbett Investment Trust
	Lord Abbett Balanced Strategy Fund
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund
	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Diversified Income Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord Abbett Growth & Income Strategy Fund
	Lord Abbett High Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Inflation Focused Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax Free Fund
	Lord Abbett National Tax-Free Income Fund
	Lord Abbett New Jersey Tax-Free Income Fund



¹ As amended to reflect: (1) effective March 31, 2012, Lord Abbett Mid-Cap Value Fund changed its name to Lord Abbett Mid Cap Stock Fund; (2) effective May 1, 2012, Lord Abbett Mid-Cap Value Portfolio changed its name to Lord Abbett Mid Cap Stock Portfolio; (3) effective September 27, 2012, Lord Abbett Capital Structure Fund changed its name to Lord Abbett Calibrated Dividend Growth Fund, a series of Lord Abbett Research Fund, Inc.; (4) effective September 27, 2012, Capital Structure Portfolio changed its name to Calibrated Dividend Growth Portfolio, a series of Lord Abbett Series Fund, Inc.; (5) effective June 15, 2012, the Reorganization of Lord Abbett Large-Cap Value Fund into Lord Abbett Fundamental Equity Fund, each a series of Securities Trust; (6) effective March 22, 2013, the Reorganization of Lord Abbett Stock Appreciation Fund into Lord Abbett Growth Leaders Fund, a series of Lord Abbett Securities Trust; and (7) effective May 1, 2013, the addition of Lord Abbett Emerging Markets Local Bond Fund as a series of Lord Abbett Global Fund, Inc.


	Lord Abbett New York Tax-Free Income Fund
	Lord Abbett Short Duration Tax Free Fund

Lord Abbett Research Fund, Inc.
	Lord Abbett Calibrated Dividend Growth Fund
	Lord Abbett Classic Stock Fund
	Lord Abbett Growth Opportunities Fund
	Small-Cap Value Series

Lord Abbett Securities Trust
	Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett Growth Leaders Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord Abbett Micro-Cap Growth Fund
	Lord Abbett Micro-Cap Value Fund
	Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Calibrated Dividend Growth Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid Cap Stock Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Administrative Services Agreement - Amendment #21

AMENDMENT 21

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;

	1.	The Agreement is hereby amended to add the following Fund to Exhibit 1 of the Agreement:

		Lord Abbett Global Fund, Inc.
		-Lord Abbett Emerging Markets Corporate Debt Fund

	2.	The Agreement shall remain the same in all other respects.

	3.	The Amendment is effective as of the 28 ^th day of October 2013.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

	Attested:

	/s/ Thomas R. Phillips
	Thomas R. Phillips
	Vice President & Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member

	Attested:

	/s/ Lawrence H. Kaplan
	Lawrence H. Kaplan
	Member, General Counsel

EXHIBIT 1 (AMENDED AS OF OCTOBER 28, 2013) ¹

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Global Allocation Fund

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration Tax Free Fund

¹ As amended to reflect: (1) effective July 19, 2013, the Reorganization of Lord Abbett Small Cap Blend Fund, a series of Lord Abbett Equity Trust, into Lord Abbett Value Opportunities Fund, a series of Lord Abbett Securities Trust; and (2) effective October 28, 2013, the addition of Lord Abbett Emerging Markets Corporate Debt Fund as a series of Lord Abbett Global Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Classic Stock Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Administrative Services Agreement - Amendment #22

AMENDMENT 22

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;

The Agreement is hereby amended to add the following Fund to Exhibit 1 of the Agreement:

Lord Abbett Series Fund, Inc.

-Short Duration Income Portfolio

The Agreement shall remain the same in all other respects.

The Amendment is effective as of the 14 ^th day of April 2014.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/ Thomas R. Phillips
Thomas R. Phillips
Vice President and Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member

Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member and General Counsel

EXHIBIT 1 (AMENDED AS OF APRIL 14, 2014) ¹

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett High Yield Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration Tax Free Fund

¹ As amended to reflect that (1) effective November 7, 2013, the Reorganization of Lord Abbett Classic Stock Fund, a series of Lord Abbett Research Fund, Inc., into Lord Abbett Calibrated Dividend Growth Fund, a series of Lord Abbett Research Fund, Inc.; (2) effective November 29, 2013, Lord Abbett Global Allocation Fund changed its name to Lord Abbett Multi-Asset Global Opportunity Fund; (3) effective December 1, 2013, Lord Abbett Balanced Strategy Fund changed its name to Lord Abbett Multi-Asset Balanced Opportunity Fund; Lord Abbett Diversified Income Strategy Fund changed its name to Lord Abbett Multi-Asset Income Fund; and Lord Abbett Growth & Income Strategy Fund changed its name to Lord Abbett Multi-Asset Growth Fund; and (4) effective April 14, 2014, the addition of Short Duration Income Portfolio as a series of Lord Abbett Series Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.


		Administrative Services Agreement - Amendment #23

AMENDMENT 23

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;

The Agreement is hereby amended to add the following Fund to Exhibit 1 of the Agreement:

Lord Abbett Municipal Income Fund, Inc.

- Lord Abbett Short Duration High Yield Municipal Bond Fund

The Agreement shall remain the same in all other respects.

The Amendment is effective as of the 15 ^th day of May 2015.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

On behalf of each of the Lord Abbett Funds listed on Exhibit 1 attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

	Attested:

	/s/ Brooke A. Fapohunda
	Brooke A. Fapohunda
	Vice President and Assistant Secretary

LORD, ABBETT & CO. LLC

	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member

	Attested:

	/s/ Lawrence H. Kaplan
	Lawrence H. Kaplan
	Member and General Counsel

EXHIBIT 1 (AMENDED AS OF May 15, 2015 ¹ )

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration High Yield Municipal Bond Fund

Lord Abbett Short Duration Tax Free Fund

Lord Abbett Research Fund, Inc.

¹ As amended on May 15, 2015 to reflect the addition of Lord Abbett Short Duration High Yield Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Administrative Services Agreement - Amendment #24

AMENDMENT 24

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The funds comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Funds and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;

The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Investment Trust

- Lord Abbett Core Plus Bond Fund

The Agreement shall remain the same in all other respects.

The Amendment is effective as of the 1 ^st day of December 2015.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

	On behalf of each of the Lord Abbett Funds listed on Exhibit 1 attached hereto

	By:	/s/ Joan A. Binstock
		Joan A. Binstock
		Chief Financial Officer

Attested:

/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary

	LORD, ABBETT & CO. LLC

	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member

Attested:

/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member and General Counsel

EXHIBIT 1 (AMENDED AS OF December 1, 2015)

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Core Plus Bond Fund ⁽¹⁾

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration High Yield Municipal Bond Fund

Lord Abbett Short Duration Tax Free Fund

¹ As amended on December 1, 2015 to reflect the addition of Lord Abbett Core Plus Bond Fund, a series of Lord Abbett Investment Trust.

Lord Abbett Research Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Exhibit 99.28(i)

Matthew A. Chambers

+1 202 663 6591 (t)

+1 202 663 6363 (f)

matthew.chambers@wilmerhale.com

February 23, 2016

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 Post-Effective Amendment No. 80 to the Registration Statement on Form N-1A (the “Amendment”) under the Securities Act of 1933, as amended (Amendment No. 80 under the Investment Company Act of 1940, as amended), of Lord Abbett Securities Trust, a Delaware statutory trust (the “Trust”), and in connection therewith your registration of shares of beneficial interest, without par value, of the following classes of the following series of the Trust (collectively, the “Shares”): Lord Abbett Alpha Strategy Fund (Classes A, B, C, F, I, P, R2, R3, R4, R5, and R6), Lord Abbett Fundamental Equity Fund (Classes A, B, C, F, I, P, R2, R3, R4, R5, and R6), Lord Abbett Growth Leaders Fund (Class A, B, C, F, I, R2, R3, R4, R5, and R6), Lord Abbett International Core Equity Fund (Classes A, B, C, F, I, P, R2, R3, R4, R5, and R6), Lord Abbett International Dividend Income Fund (Classes A, B, C, F, I, R2, R3, R4, R5, and R6), Lord Abbett International Opportunities Fund (Classes A, B, C, F, I, P, R2, R3, R4, R5, and R6), Lord Abbett Micro Cap Growth Fund (Classes A and I), Lord Abbett Micro Cap Value Fund (Classes A and I), and Lord Abbett Value Opportunities Fund (Classes A, B, C, F, I, P, R2, R3, R4, R5, and R6).

We have examined and relied upon the Declaration and Agreement of Trust and By-Laws of the Trust, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the trustees and stockholders of the Trust, the Amendment, and such other documents relating to the Trust as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, when issued and paid for in cash at net asset value in accordance with the terms set forth in the Amendment, the Shares will be validly issued, and purchasers of the Shares will not have any obligation to make payments to the Trust or its creditors (other than the purchase

Wilmer Cutler Pickering Hale and Dorr llp , 1875 Pennsylvania Avenue NW, Washington, DC 20006

Beijing Berlin Boston Brussels Denver Frankfurt London Los Angeles New York Palo Alto Washington

Lord Abbett Securities Trust

February 23, 2016

Page 2

price for the Shares) or contributions to the Trust or its creditors solely by reason of the purchasers’ ownership of the Shares.

We express no opinion as to matters governed by any laws other than Title 12, Chapter 38 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 HALE AND DORR LLP


	By:	/s/ Matthew A. Chambers
		Matthew A. Chambers, a partner

Exhibit 99.28(j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 80 to Registration Statement No. 033-58846 on Form N-1A of our report dated December 21, 2015, relating to the financial statements and financial highlights of Lord Abbett Securities Trust, including Lord Abbett Alpha Strategy Fund, Lord Abbett Fundamental Equity Fund, Lord Abbett Growth Leaders Fund, Lord Abbett International Core Equity Fund, Lord Abbett International Dividend Income Fund, Lord Abbett International Opportunities Fund, Lord Abbett Value Opportunities Fund, Lord Abbett Micro Cap Growth Fund, and Lord Abbett Micro Cap Value Fund, appearing in the Annual Report on Form N-CSR of Lord Abbett Securities Trust for the year ended October 31, 2015.

We also consent to the references to us under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 25, 2016

SCHEDULE A

The Lord Abbett Family of Funds

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement

As of December 1, 2015

FUNDS		CLASSES

Lord Abbett Affiliated Fund, Inc.		A, B, C, F, P, R2, R3, R4

Lord Abbett Bond-Debenture Fund, Inc.		A, B, C, F, P, R2, R3, R4

Lord Abbett Developing Growth Fund, Inc.		A, B, C, F, P, R2, R3, R4

Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund		A, C, F, R2, R3 , R4
Lord Abbett Calibrated Mid Cap Value Fund		A, C, F, R2, R3 , R4

Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund		A, C, F, R2, R3, R4
Lord Abbett Emerging Markets Currency Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett Emerging Markets Local Bond Fund		A, C, F, R2, R3, R4
Lord Abbett Multi-Asset Global Opportunity Fund		A, B, C, F, P, R2, R3, R4

Lord Abbett Investment Trust
Lord Abbett Convertible Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Core Fixed Income Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Core Plus Bond Fund ⁽¹⁾		A, C, F, R2, R3, R4
Lord Abbett Diversified Equity Strategy Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Floating Rate Fund		A, B, C, F, R2, R3 , R4
Lord Abbett High Yield Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Income Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Inflation Focused Fund		A, C, F, R2, R3 , R4
Lord Abbett Multi-Asset Balanced Opportunity Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Multi-Asset Growth Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Multi-Asset Income Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Short Duration Income Fund		A, B, C, F, P, R2, R3 , R4
Lord Abbett Total Return Fund		A, B, C, F, P, R2, R3 , R4

Lord Abbett Mid Cap Stock Fund, Inc.		A, B, C, F, P, R2, R3, R4

Lord Abbett Municipal Income Fund, Inc.

¹ As amended on December 1, 2015 to reflect the addition of Lord Abbett Core Plus Bond Fund, a series of Lord Abbett Investment Trust.

A- 1

Lord Abbett AMT Free Municipal Bond Fund		A, C, F
Lord Abbett California Tax-Free Income Fund		A, C, F, P
Lord Abbett High Yield Municipal Bond Fund		A, B, C, F, P
Lord Abbett Intermediate Tax-Free Fund		A, B, C, F, P
Lord Abbett National Tax-Free Income Fund		A, B, C, F, P
Lord Abbett New Jersey Tax-Free Income Fund		A, F, P
Lord Abbett New York Tax-Free Income Fund		A, C, F, P
Lord Abbett Short Duration High Yield Municipal Bond Fund		A, C, F
Lord Abbett Short Duration Tax Free Fund		A, B, C, F

Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett Growth Opportunities Fund		A, B, C, F, P, R2, R3, R4
Small-Cap Value Series		A, B, C, F, P, R2, R3, R4

Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett Fundamental Equity Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett Growth Leaders Fund		A, B, C, F, R2, R3 , R4
Lord Abbett International Core Equity Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett International Dividend Income Fund		A, B, C, F, R2, R3, R4
Lord Abbett International Opportunities Fund		A, B, C, F, P, R2, R3, R4
Lord Abbett Micro-Cap Growth Fund		A
Lord Abbett Micro-Cap Value Fund		A
Lord Abbett Value Opportunities Fund		A, B, C, F, P, R2, R3, R4

Lord Abbett U.S. Government & Government
Sponsored Enterprises Money Market Fund, Inc.		A, B, C

A- 2

The Lord Abbett Family of Funds

Amended and Restated Plan as of July 30, 2015 ¹

Pursuant to Rule 18f-3(d)

under the Investment Company Act of 1940

Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors or Trustees of an investment company desiring to offer multiple classes pursuant to the Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. This document constitutes an amended and restated plan (the “Plan”) of each of the investment companies, or series thereof, listed on Schedule A attached hereto (each, a “Fund”). The Plan of any Fund is subject to amendment by action of the Board of Directors or Trustees (the “Board”) of such Fund and without the approval of shareholders of any class, to the extent permitted by law and by the governing documents of such Fund.

The Board, including a majority of the non-interested Board members, has determined that the following separate arrangement and expense allocation, and the related conversion features, if any, and exchange privileges, of each class of each Fund are in the best interest of each class of each Fund individually and each Fund as a whole.

1. CLASS DESIGNATION .

Shares of all Funds except Lord Abbett Series Fund, Inc. shall be divided into Class A, Class B, Class C, Class F, Class P, Class R2, Class R3, Class R4, Class R5, Class R6 and Class I shares as indicated for each Fund on Schedule A attached hereto. In the case of the Lord Abbett Series Fund, Inc., shares of the Growth and Income Portfolio shall be divided into Variable Contract Class shares (Class VC shares) and Class P shares and shares of all other Portfolios shall be comprised of one class of shares as indicated on Schedule A, each of which shall also be known as Class VC shares of the respective Portfolio.

2. SALES CHARGES AND DISTRIBUTION AND SERVICE FEES .

(a) Initial Sales Charge . Class A shares will be traditional front-end sales charge shares, offered at their net asset value (“NAV”) plus a sales charge in the case of each Fund as described in such Fund’s prospectus as from time to time in effect.

Class B shares, Class C shares, Class F shares, Class P shares, Class R2 shares, Class R3 shares, Class R4 shares, Class R5 shares, Class R6 shares, Class I shares, and Class VC shares will be offered at their NAV without an initial sales charge.

(b) Service and Distribution Fees . As to the shares of Class A, Class B, Class C, Class F, Class P, Class R2, Class R3, and Class R4, each Fund will pay service and/or

Originally adopted August 15, 1996, and previously Amended and Restated as of July 1, 2008, June 6, 2013, November 6, 2014, April 23, 2015, and July 30, 2015.

distribution fees under the Plan from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (the “Joint 12b-1 Plan”), at such rates as are set by its Board.

Pursuant to the Joint 12b-1 Plan as to the Class A shares, if effective, each Fund generally will pay distribution fees at an aggregate fee at the annual rate of 0.35%, 0.25%, or 0.20% of the average daily NAV of the Class A share accounts, as set by the Board, or such other rate as set by the Board from time to time. The Board has the authority to increase the total fees payable under the Joint 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 0.50% of the average daily NAV of the Class A shares. The effective dates of the Joint 12b-1 Plan for the Class A shares are based on achievement by the Funds of specified total net assets for the Class A shares of such Funds.

Pursuant to the Joint 12b-1 Plan as to the Class B shares, if effective, each Fund generally will pay an aggregate fee at the annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class C shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class F shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.10% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 1.00% of the average daily NAV of the Class F shares.

Pursuant to the Joint 12b-1 plan as to the Class P shares, if operational, each Fund generally will pay an aggregate fee at an annual rate of up to 0.45% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.75% of the average daily NAV of the Class P shares.

Pursuant to the Joint 12b-1 Plan as to the Class R2 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.60% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R2 shares.

Pursuant to the Joint 12b-1 Plan as to the Class R3 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.50% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R3 shares.

Pursuant to the Joint 12b-1 Plan as to the Class R4 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.50% of the average daily NAV of the Class R3 shares.

The Class VC shares do not have a Rule 12b-1 Plan. However, pursuant to a separate Services Agreement for the Class VC shares, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts, or such other rate as set by the Board from time to time.

The Class R5 shares do not have a Rule 12b-1 Plan.

The Class R6 shares do not have a Rule 12b-1 Plan.

The Class I shares do not have a Rule 12b-1 Plan.

(c) Contingent Deferred Sales Charges (“CDSC”) . Subject to some waiver exceptions, Class A shares purchased in amounts of $1 million or more will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the first day of the month in which the one-year anniversary of the original purchase falls.

Class B shares will be subject to a CDSC ranging from 5.00% to 1.00% of the lower of the cost or the NAV of the shares, if the shares are redeemed for cash before the sixth anniversary of their purchase. The CDSC for the Class B shares may be waived for certain transactions. Class C shares will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of the shares if the shares are redeemed for cash before the first anniversary of their purchase.

The Class F, Class P, Class R2, Class R3, Class R4, Class R5, Class R6 and Class I shares will not be subject to a CDSC.

3. CLASS-SPECIFIC EXPENSES .

(a) The following expenses shall be allocated, to the extent such expenses can reasonably be identified as relating to a particular class and consistent with Revenue Procedure 96-47, on a class-specific basis: (i) fees under the Joint 12b-1 Plan applicable to a specific class (net of any CDSC paid with respect to shares of such class and retained by the Fund) and any other costs relating to implementing or amending such Plan, including obtaining shareholder approval of such Plan or any amendment thereto; (ii) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (iii) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class; (iv) Securities and Exchange Commission registration fees incurred by a specific class; (v) Board fees or expenses identifiable as being attributable to a

specific class; (vi) fees for outside accountants and related expenses relating solely to a specific class; (vii) litigation expenses and legal fees and expense relating solely to a specific class; (viii) expenses incurred in connection with shareholders meetings as a result of issues relating solely to a specific class and (ix) other expenses relating solely to a specific class, provided, that advisory fees and other expenses related to the management of a Fund’s assets (including custodial fees and tax-return preparation fees) shall be allocated to all shares of such Fund on the basis of NAV, regardless of whether they can be specifically attributed to a particular class. All common expenses shall be allocated to shares of each class at the same time they are allocated to the shares of all other classes. All such expenses incurred by a class of shares will be charged directly to the net assets of the particular class and thus will be borne on a pro rata basis by the outstanding shares of such class. For all Funds, with the exception of Series Fund, each Fund’s Blue Sky expenses will be treated as common expenses. In the case of Series Fund, Blue Sky expenses will be allocated entirely to Class P, as the Class VC of Series Fund has no Blue Sky expenses.

(b) Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. For each of the class-specific expenses listed above, the General Counsel and Chief Financial Officer, or their respective designees, shall determine, subject to Board approval or ratification, which such categories of expenses will be treated as class-specific expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”), or any private letter ruling with respect to the Funds issued by the Internal Revenue Service.

(1) Expenses in category (3)(a)(i) above must be allocated to the class for which such expenses are incurred.

(2) With respect to all other approved class-specific expenses, including, with respect to Class R6 shares, certain omnibus account fees and infrastructure fees (as set forth under the Amended and Restated Schedule F to the Agency Agreement), the total amount of such class-specific expenses shall be allocated to each of the other separate classes of shares based on the relative net assets of those classes.

(3) For each Fund’s Class R6 shares, the total amount of class-specific expenses (other than certain omnibus account fees and infrastructure fees as set forth above) incurred by such class will be directly allocated to that class.

(4) In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a class-specific expense can no longer be attributed to a class, it shall be charged to a Fund for allocation among all of the Fund’s classes of shares, as may be appropriate. However, any additional class-specific expenses not specifically identified above, which are subsequently identified and determined to be properly allocated to one class of shares, shall not be so allocated until approved by the Board, as appropriate, in light of the requirements of the 1940 Act and the Code.

4. INCOME AND EXPENSE ALLOCATIONS .

Income, realized and unrealized capital gains and losses and expenses not allocated to a class as provided above shall be allocated to each class on the basis of the net assets of that class in relation to the net assets of the Fund, except that, in the case of each daily dividend Fund, income and expenses shall be allocated on the basis of relative net assets (settled shares).

5. DIVIDENDS AND DISTRIBUTIONS .

Dividends and distributions paid by a Fund on each class of its shares, to the extent paid, will be calculated in the same manner, will be paid at the same time, and will be in the same amount, except that the amount of the dividends declared and paid by a particular class may be different from that paid by another class because of expenses borne exclusively by that class.

6. NET ASSET VALUES .

The NAV of each share of a class of a Fund shall be determined in accordance with the Articles of Incorporation or Declaration of Trust of such Fund with appropriate adjustments to reflect the allocations of expenses, income and realized and unrealized capital gains and losses of such Fund between or among its classes as provided above.

7. CONVERSION FEATURES .

All conversions are reclassifications of shares that are effected at the relative NAV per share of each share class involved, without the imposition of any sales charge, fee, or other charge. It generally is expected that conversions will not result in taxable gain or loss, provided that the financial intermediary making the conversion request submits the request in writing and that the financial intermediary or other responsible party processes and reports the transaction as a conversion.

(a) Automatic Conversions . The Class B shares will automatically convert to Class A shares 8 years after the date of purchase. When Class B shares convert, any other Class B shares that were acquired by the shareholder by the reinvestment of dividends and distributions will also convert to Class A shares on a pro rata basis. The conversion of Class B shares to Class A shares after 8 years is subject to the continuing availability of a private letter ruling from the Internal Revenue Service or an opinion of counsel to the effect that the conversion does not constitute a taxable event for the Class B shareholder under Federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect.

(b) Conversions upon Request . At the request of a shareholder’s financial intermediary, shares of a class may be converted to shares of another class of the same Fund, provided that (i) the shareholder is eligible to purchase the new class; and (ii) if the transaction would involve the conversion of Class C shares to Class A shares, the conversion must be made to facilitate the shareholder’s participation in a fee-based advisory program. In addition, shares are not eligible to be converted until any applicable CDSC period has expired. Any conversion

under this subsection 7(b) shall be conducted at Lord Abbett’s discretion, including any policies and procedures as to timing and size of the converted lot of shares.

8. EXCHANGE PRIVILEGES .

Except as set forth in a Fund’s prospectus as from time to time in effect, shares of any class of such Fund may be exchanged, at the holder’s option, for shares of the same class of another Fund, or other Lord Abbett-sponsored fund or series thereof, without the imposition of any sales charge, fee or other charge. In addition, shares of Classes F, P, R2, and R3 may be exchanged for Class A shares, but such an exchange will be subject to the imposition of a sales charge to the same extent as any purchase of Class A shares for cash.

* * *

This Plan is qualified by and subject to the terms of the then current prospectus for the applicable Fund; provided, however, that none of the terms set forth in any such prospectus shall be inconsistent with the terms contained herein. The prospectus for each Fund contains additional information about that Fund’s classes and its multiple-class structure.

This Plan has been adopted for each Fund with the approval of, and all material amendments thereto must be approved by, a majority of the members of the Board of such Fund, including a majority of the Board members who are not interested persons of the Fund.

SCHEDULE A

As of December 1, 2015 ²

The Lord Abbett Family of Funds

FUNDS		CLASSES

Lord Abbett Affiliated Fund, Inc.		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Bond-Debenture Fund, Inc.		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Developing Growth Fund, Inc.		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund		A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Calibrated Mid Cap Value Fund		A, C, F, I, R2, R3, R4, R5, R6

Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund		A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Emerging Markets Currency Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Emerging Markets Local Bond Fund		A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Global Opportunity Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Investment Trust
Lord Abbett Convertible Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Core Fixed Income Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Core Plus Bond Fund ⁽²⁾		A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Diversified Equity Strategy Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Floating Rate Fund		A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett High Yield Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Income Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Inflation Focused Fund		A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Balanced Opportunity Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Growth Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Income Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Short Duration Income Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Total Return Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Mid Cap Stock Fund, Inc.		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund		A, C, F, I
Lord Abbett California Tax-Free Income Fund		A, C, F, I, P

² As amended on December 1, 2015 to reflect the addition of Lord Abbett Core Plus Bond Fund, a series of Lord Abbett Investment Trust.

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Lord Abbett High Yield Municipal Bond Fund		A, B, C, F, I, P
Lord Abbett Intermediate Tax Free Fund		A, B, C, F, I, P
Lord Abbett National Tax-Free Income Fund		A, B, C, F, I, P
Lord Abbett New Jersey Tax-Free Income Fund		A, F, I, P
Lord Abbett New York Tax-Free Income Fund		A, C, F, I, P
Lord Abbett Short Duration High Yield Municipal Bond Fund		A, C, F, I
Lord Abbett Short Duration Tax Free Fund		A, B, C, F, I

Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Growth Opportunities Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Small-Cap Value Series		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Fundamental Equity Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Growth Leaders Fund		A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett International Core Equity Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett International Dividend Income Fund		A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett International Opportunities Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Micro-Cap Growth Fund		A, I
Lord Abbett Micro-Cap Value Fund		A, I
Lord Abbett Value Opportunities Fund		A, B, C, F, I, P, R2, R3, R4, R5, R6

Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio		VC
Calibrated Dividend Growth Portfolio		VC
Classic Stock Portfolio		VC
Developing Growth Portfolio		VC
Fundamental Equity Portfolio		VC
Growth and Income Portfolio		VC, P
Growth Opportunities Portfolio		VC
International Core Equity Portfolio		VC
International Opportunities Portfolio		VC
Mid Cap Stock Portfolio		VC
Short Duration Income Portfolio		VC
Total Return Portfolio		VC
Value Opportunities Portfolio		VC

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.		A, B, C, I

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