The Trust has a management agreement with Lord Abbett, pursuant to which Lord Abbett supplies the Fund with investment management services and executive and other personnel, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of the Fund’s investment portfolio.
The management fee is based on the Fund’s average daily net assets at the following annual rate:
For the six months ended January 31, 2013, the effective management fee paid to Lord Abbett was at an annualized rate of .75% of the Fund’s average daily net assets.
In addition, Lord Abbett provides certain administrative services to the Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of .04% of the Fund’s average daily net assets.
The Fund, along with certain other funds managed by Lord Abbett (collectively, the “Underlying Funds”), has entered into a Servicing Arrangement with Lord Abbett Alpha Strategy Fund of Lord Abbett Securities Trust (“Alpha Strategy Fund”), pursuant to which each Underlying Fund pays a portion of the expenses (excluding management fee and distribution and service fees) of Alpha Strategy Fund in proportion to the average daily value of the Underlying Fund shares owned by Alpha Strategy Fund. Amounts paid pursuant to the Servicing Arrangement are included in Subsidy expense on the Fund’s Statement of Operations and Payable to affiliate on the Fund’s Statement of Assets and Liabilities.
As of January 31, 2013, the percentage of the Fund’s outstanding shares owned by Alpha Strategy Fund was 12.01%.
The Fund has adopted a distribution plan with respect to Class A, B, C, F, P, R2 and R3 shares pursuant to Rule 12b-1 under the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC (the “Distributor”), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon the Fund’s average daily net assets as follows:
Class I shares do not have a distribution plan.
Notes to Financial Statements (unaudited)(continued)
Commissions
Distributor received the following commissions on sales of shares of the Fund, after concessions were paid to authorized dealers, for the six months ended January 31, 2013:
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| Distributor Commissions | | | Dealers’ Concessions | |
| | | | | |
| $8,838 | | | $48,919 | |
Distributor received CDSCs of $1,421 and $1,300 for Class A and Class C shares, respectively, for the six months ended January 31, 2013.
During the six months ended January 31, 2013, two Trustees and certain of the Fund’s officers had an interest in Lord Abbett.
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4. | DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARDS | |
Dividends from net investment income, if any, are declared and paid at least annually. Taxable net realized gains from investment transactions, reduced by allowable capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amounts of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These book/tax differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for tax purposes, are reported as a tax return of capital.
The tax character of distributions paid during the six months ended January 31, 2013 and the fiscal year ended July 31, 2012 was as follows:
| | | | | | | |
| | Six Months Ended 1/31/2013 (unaudited) | | Year Ended 7/31/2012 | |
| | | | | |
Distributions paid from: | | | | | | | |
Net investment income | | $ | 716,326 | | $ | — | |
| | | | | | | |
Total distributions paid | | $ | 716,326 | | $ | — | |
| | | | | |
As of July 31, 2012, the Fund had a capital loss carryforward of $69,332,969 set to expire in 2018.
In accordance with the Regulated Investment Company Modernization Act of 2010, the Fund will carryforward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) indefinitely. Post-enactment losses will also retain their character as either short-term or long-term and be utilized before any pre-enactment losses.
As of January 31, 2013, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes were as follows:
| | | | |
Tax cost | | $ | 637,991,037 | |
| | | | |
Gross unrealized gain | | | 95,103,721 | |
Gross unrealized loss | | | (20,574,270 | ) |
| | | | |
Net unrealized security gain | | $ | 74,529,451 | |
| | | | |
23
Notes to Financial Statements (unaudited)(continued)
The difference between book-basis and tax-basis unrealized gains (losses) is attributable to the tax treatment of certain securities and wash sales.
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5. | PORTFOLIO SECURITIES TRANSACTIONS | |
Purchases and sales of investment securities (excluding short-term investments) for the six months ended January 31, 2013 were as follows:
| | | | | |
| Purchases | | | Sales | |
| | | | | |
| $463,641,292 | | | $651,757,906 | |
There were no purchases or sales of U.S. Government securities for the six months ended January 31, 2013.
During the six months ended January 31, 2013, the Trust’s officers and the two Trustees who were associated with Lord Abbett did not receive any compensation from the Trust for serving in such capacities. Independent Trustees’ fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity-based plan available to all Independent Trustees under which Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Trustees’ fees. The deferred amounts are treated as though equivalent dollar amounts had been invested in the funds. Such amounts and earnings accrued thereon are included in Trustees’ fees on the Statement of Operations and in Trustees’ fees payable on the Statement of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid.
The Fund has entered into an arrangement with its transfer agent and custodian, whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s expenses.
On April 2, 2012, the Fund and certain other funds managed by Lord Abbett (the “participating funds”) entered into an unsecured revolving credit facility (“Facility”) with State Street Bank and Trust Company (“SSB”), to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Facility is renewed annually under terms that depend on market conditions at the time of the renewal. The amounts available under the Facility are (i) the lesser of either $250,000,000 or 33.33% of total assets per participating fund and (ii) $350,000,000 in the aggregate for all participating funds. The annual fee to maintain the Facility is .09% of the amount available under the Facility. Each participating fund pays its pro rata share based on the net assets of each participating fund. This amount is included in Other expenses on the Fund’s Statement of Operations. Any borrowings under this Facility will bear interest at current market rates as set forth in the credit agreement. As of January 31, 2013, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months ended January 31, 2013.
For the period February 3, 2011 through April 1, 2012, the Fund and certain other funds managed by Lord Abbett had an amount of $200,000,000 available under a Facility from SSB with an annual fee to maintain the Facility of .125% of the amount available under the Facility.
24
Notes to Financial Statements (unaudited)(continued)
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9. | CUSTODIAN AND ACCOUNTING AGENT | |
SSB is the Trust’s custodian and accounting agent. SSB performs custodial, accounting and recordkeeping functions relating to portfolio transactions and calculating the Fund’s NAV.
The Fund is subject to the general risks and considerations associated with equity investing, as well as the particular risks associated with growth and value stocks. The value of an investment in the Fund will fluctuate in response to movements in the equity securities markets in general and to the changing prospects of individual companies in which the Fund invests. Different types of stocks tend to shift in and out of favor depending on market and economic conditions. Growth stocks may be more volatile than other stocks. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, if the Fund’s assessment of market conditions or companies is wrong, it could suffer losses or produce poor performance relative to other funds, even in a rising market. The Fund invests primarily in small company stocks, which tend to be more volatile and can be less liquid than large company stocks. Small companies may also have more limited product lines, markets or financial resources, and typically experience a higher risk of failure than large companies.
Due to the Fund’s exposure to foreign companies and American Depositary Receipts, the Fund may experience increased market, liquidity, currency, political, information, and other risks.
These factors can affect the Fund’s performance.
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11. | SUMMARY OF CAPITAL TRANSACTIONS | |
Transactions in shares of beneficial interest were as follows:
| | | | | | | | | | | | | |
| | Six Months Ended January 31, 2013 (unaudited) | | Year Ended July 31, 2012 | |
| | | | | |
Class A Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 622,635 | | $ | 10,165,217 | | | 2,517,201 | | $ | 38,089,548 | |
Converted from Class B* | | | 162,497 | | | 2,645,017 | | | 291,758 | | | 4,434,964 | |
Shares reacquired | | | (3,121,706 | ) | | (50,735,853 | ) | | (9,314,573 | ) | | (140,235,136 | ) |
| | | | | | | | | | | | | |
Decrease | | | (2,336,574 | ) | $ | (37,925,619 | ) | | (6,505,614 | ) | $ | (97,710,624 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class B Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 9,587 | | $ | 143,576 | | | 15,435 | | $ | 231,056 | |
Shares reacquired | | | (178,008 | ) | | (2,651,881 | ) | | (392,221 | ) | | (5,480,572 | ) |
Converted to Class A* | | | (175,792 | ) | | (2,645,017 | ) | | (314,138 | ) | | (4,434,964 | ) |
| | | | | | | | | | | | | |
Decrease | | | (344,213 | ) | $ | (5,153,322 | ) | | (690,924 | ) | $ | (9,684,480 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class C Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 92,772 | | $ | 1,390,319 | | | 236,091 | | $ | 3,324,570 | |
Shares reacquired | | | (845,756 | ) | | (12,637,844 | ) | | (1,753,625 | ) | | (24,578,771 | ) |
| | | | | | | | | | | | | |
Decrease | | | (752,984 | ) | $ | (11,247,525 | ) | | (1,517,534 | ) | $ | (21,254,201 | ) |
| | | | | | | | | | | | | |
25
Notes to Financial Statements (unaudited)(concluded)
| | | | | | | | | | | | | |
| | Six Months Ended January 31, 2013 (unaudited) | | Year Ended July 31, 2012 | |
| | | | | |
Class F Shares | | Shares | | Amount | | Shares | | Amount | |
| | | | | | | | | |
Shares sold | | | 66,516 | | $ | 1,098,309 | | | 122,166 | | $ | 1,826,603 | |
Reinvestment of distributions | | | 532 | | | 8,785 | | | — | | | — | |
Shares reacquired | | | (144,114 | ) | | (2,370,633 | ) | | (235,964 | ) | | (3,616,624 | ) |
| | | | | | | | | | | | | |
Decrease | | | (77,066 | ) | $ | (1,263,539 | ) | | (113,798 | ) | $ | (1,790,021 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class I Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 1,013,579 | | $ | 17,300,586 | | | 4,258,957 | | $ | 65,223,291 | |
Reinvestment of distributions | | | 37,955 | | | 643,339 | | | — | | | — | |
Shares reacquired | | | (6,531,047 | ) | | (113,195,814 | ) | | (10,757,304 | ) | | (166,532,948 | ) |
| | | | | | | | | | | | | |
Decrease | | | (5,479,513 | ) | $ | (95,251,889 | ) | | (6,498,347 | ) | $ | (101,309,657 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class P Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 175,395 | | $ | 2,841,412 | | | 656,102 | | $ | 9,884,765 | |
Shares reacquired | | | (1,450,397 | ) | | (23,471,317 | ) | | (2,273,590 | ) | | (34,217,150 | ) |
| | | | | | | | | | | | | |
Decrease | | | (1,275,002 | ) | $ | (20,629,905 | ) | | (1,617,488 | ) | $ | (24,332,385 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R2 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 7,520 | | $ | 117,839 | | | 11,252 | | $ | 173,032 | |
Shares reacquired | | | (4,032 | ) | | (64,497 | ) | | (25,919 | ) | | (378,664 | ) |
| | | | | | | | | | | | | |
Increase (decrease) | | | 3,488 | | $ | 53,342 | | | (14,667 | ) | $ | (205,632 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class R3 Shares | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares sold | | | 202,468 | | $ | 3,245,780 | | | 406,798 | | $ | 6,159,911 | |
Shares reacquired | | | (268,369 | ) | | (4,335,409 | ) | | (537,950 | ) | | (8,105,437 | ) |
| | | | | | | | | | | | | |
Decrease | | | (65,901 | ) | $ | (1,089,629 | ) | | (131,152 | ) | $ | (1,945,526 | ) |
| | | | | | | | | | | | | |
| |
* | Automatic conversion of Class B shares occurs on the 25th day of the month (or, if the 25th day is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. |
On February 28, 2013, the Fund’s Board approved a proposal to reorganize the Fund into Lord Abbett Securities Trust – Lord Abbett Value Opportunities Fund to create a single larger fund. The reorganization requires the approval of the Fund’s shareholders at a future shareholder meeting.
26
Approval of Advisory Contract
The Board of Trustees of the Fund, including all of the Trustees who are not interested persons of the Fund or Lord, Abbett & Co. LLC (“Lord Abbett”), annually considers whether to approve the continuation of the existing management agreement between the Fund and Lord Abbett. In connection with its most recent approval, the Board reviewed materials relating specifically to the management agreement, as well as numerous materials received throughout the course of the year, including information about the Fund’s investment performance compared to the performance of its benchmark. Before making its decision as to the Fund, the Board had the opportunity to ask questions and request further information, taking into account its familiarity with Lord Abbett gained through its meetings and discussions. These meetings and discussions included the examination of the portfolio management team conducted by members of the Contract Committee, the deliberations of the Contract Committee, and discussions between the Contract Committee and Lord Abbett’s management.
The materials received by the Board included, but were not limited to: (1) information provided by Lipper Inc. regarding the investment performance of the Fund compared to the investment performance of a group of funds within the same investment classification/objective (the “performance universe”) and the investment performance of an appropriate benchmark; (2) information provided by Lipper Inc. regarding the expense ratios, contractual and effective management fee rates, and other expense components for the Fund and one or more groups of funds with similar objectives and of similar size (the “peer group”); (3) detailed performance attribution analysis; (4) information provided by Lord Abbett on the projected expense ratios, management fee rates, and other expense components for the Fund; (5) sales and redemption information for the Fund; (6) information regarding Lord Abbett’s financial condition; (7) an analysis of the relative profitability of the management agreement to Lord Abbett; (8) information provided by Lord Abbett regarding the investment management fees Lord Abbett receives from its other advisory clients maintaining accounts with a similar investment strategy as the Fund; (9) information regarding the distribution arrangements of the Fund; and (10) information regarding the personnel and other resources devoted by Lord Abbett to managing the Fund.
Investment Management Services Generally. The Board considered the investment management services provided by Lord Abbett to the Fund, including investment research, portfolio management, and trading, and Lord Abbett’s commitment to compliance with all relevant legal requirements. The Board also observed that Lord Abbett was solely engaged in the investment management business and accordingly did not experience the conflicts of interest resulting from being engaged in other lines of business. The Board considered the investment advisory services provided by Lord Abbett to other clients, the fees charged for the services, and the differences in the nature of the services provided to the Fund and other Lord Abbett Funds, on the one hand, and the services provided to other clients, on the other.
Investment Performance. The Board reviewed the Fund’s investment performance in relation to that of the performance universe as of various periods ended September 30, 2012. The Board observed that the investment performance of the Class A shares was below the median of the performance universe for each of the periods.
Lord Abbett’s Personnel and Methods. The Board considered the qualifications of the personnel providing investment management services to the Fund, in light of its investment objective and discipline. Among other things, the Board considered the size, experience, and turnover of Lord Abbett’s investment management staff, Lord Abbett’s investment methodology and philosophy, and Lord Abbett’s approach to recruiting, training, and retaining investment management
27
personnel. The Board also considered the steps Lord Abbett had taken or was taking to improve investment performance of the Fund.
Nature and Quality of Other Services. The Board considered the nature, quality, costs, and extent of compliance, administrative, and other services performed by Lord Abbett and Lord Abbett Distributor LLC (“Distributor”) and the nature and extent of Lord Abbett’s supervision of third party service providers, including the Fund’s transfer agent and custodian.
Expenses. The Board considered the expense level of each class of shares of the Fund and the expense levels of the peer group. The Board considered the fiscal periods on which the peer group comparisons were based, and noted that the fiscal years of many funds in the peer group did not coincide with the Fund’s fiscal year. It also considered the projected expense levels and how those levels would relate to those of the peer group and the amount and nature of the fees paid by shareholders. The Board observed that the expense ratios generally were near the medians of the peer group.
Profitability. The Board considered the level of Lord Abbett’s profits in managing the Fund, including a review of Lord Abbett’s methodology for allocating its costs to its management of the Fund. The Board concluded that the allocation methodology had a reasonable basis and was appropriate. It considered any profits realized by Lord Abbett in connection with the operation of the Fund, including the fee that Lord Abbett receives from the Fund for providing administrative services to the Fund, and whether the amount of profit was fair for the management of the Fund. The Board also considered the profits realized from other business segments of Lord Abbett, which may benefit from or be related to the Fund’s business. The Board considered Lord Abbett’s profit margins in comparison with available industry data, both accounting for and ignoring marketing and distribution expenses, and how those profit margins could affect Lord Abbett’s ability to recruit and retain investment personnel. The Board recognized that Lord Abbett’s profitability was a factor in enabling it to attract and retain qualified investment management personnel to provide services to the Fund. The Board concluded that Lord Abbett’s profitability as to the Fund was not excessive.
Economies of Scale. The Board considered whether there had been any economies of scale in managing the Fund, whether the Fund had appropriately benefited from any such economies of scale, and whether there was potential for realization of any further economies of scale. The Board concluded that the existing management fee schedule, with its breakpoints in the level of the management fee, adequately addressed any economies of scale in managing the Fund.
Other Benefits to Lord Abbett. The Board considered the character and amount of fees paid by the Fund and the Fund’s shareholders to Lord Abbett and Distributor for services other than investment advisory services. The Board also considered the revenues and profitability of Lord Abbett’s investment advisory business apart from its mutual fund business, and the intangible benefits enjoyed by Lord Abbett by virtue of its relationship with the Fund. The Board observed that Distributor receives 12b-1 fees from certain of the Lord Abbett Funds as to shares held in accounts for which there is no other broker of record, may retain a portion of the 12b-1 fees from the Funds, and receives a portion of the sales charges on sales and redemptions of some classes of shares. In addition, the Board observed that Lord Abbett accrues certain benefits for its business of providing investment advice to clients other than the Lord Abbett Funds, but that business also benefits the Funds. The Board also noted that Lord Abbett, as disclosed in the prospectus of the Fund, has entered into revenue sharing arrangements with certain entities that distribute shares of the Fund. The Board also took into consideration the investment research that Lord Abbett receives as a result of Fund brokerage transactions.
28
Alternative Arrangements. The Board considered whether, instead of approving continuation of the management agreement, it might be in the best interests of the Fund to implement one or more alternative arrangements, such as continuing to employ Lord Abbett, but on different terms. After considering all of the relevant factors, the Board unanimously found that continuation of the existing management agreement was in the best interests of the Fund and its shareholders and voted unanimously to approve the continuation of the management agreement. In considering whether to approve the continuation of the management agreement, the Board did not identify any single factor as paramount or controlling. This summary does not discuss in detail all matters considered.
29
Householding
The Trust has adopted a policy that allows it to send only one copy of the Fund’s 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 Lord Abbett 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.
Proxy Voting Policies, Procedures and Records
A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Fund’s portfolio securities, and information on how Lord Abbett voted the Fund’s proxies during the 12-month period ended June 30 are available without charge, upon request, (i) by calling 888-522-2388; (ii) on Lord Abbett’s Website at www.lordabbett.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) Website at www.sec.gov.
Shareholder Reports and Quarterly Portfolio Disclosure
The Fund is required to file its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s Website at www.sec.gov and may be available by calling Lord Abbett at 888-522-2388. You can also obtain copies of Form N-Q by visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330).
30
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This report, when not used for the general information of shareholders of the Fund, is to be distributed only if preceded or accompanied by a current fund prospectus.
Lord Abbett mutual fund shares are distributed by LORD ABBETT DISTRIBUTOR LLC. | | Lord Abbett Equity Trust
Lord Abbett Small-Cap Blend Fund | LASCB-3-0113 (03/13) |
Item 2: | Code of Ethics. |
| Not applicable. |
| |
Item 3: | Audit Committee Financial Expert. |
| Not applicable. |
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Item 4: | Principal Accountant Fees and Services. |
| Not applicable. |
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Item 5: | Audit Committee of Listed Registrants. |
| Not applicable. |
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Item 6: | Investments. |
| Not applicable. |
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Item 7: | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
| Not applicable. |
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Item 8: | Portfolio Managers of Closed-End Management Investment Companies. |
| Not applicable. |
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Item 9: | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
| Not applicable. |
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Item 10: | Submission of Matters to a Vote of Security Holders. |
| Not applicable. |
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Item 11: | Controls and Procedures. |
| (a) | Based on their evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days prior to the filing date of this report, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 12: Exhibits.
| (a)(1) | The Lord Abbett Family of Funds Sarbanes Oxley Code of Ethics for the Principal Executive Officer and Senior Financial Officers is attached hereto as part of Ex-99. CODEETH. |
| (a)(2) | Certification of each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2 under the Investment Company Act of 1940 is attached hereto as a part of EX-99.CERT. |
| (b) | Certification of each principal executive officer and principal financial officer of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is provided as a part of EX-99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LORD ABBETT EQUITY TRUST
By: /s/ Daria L. Foster
Daria L. Foster
President and Chief Executive Officer
Date: March 27, 2013
By: /s/ Joan A. Binstock
Joan A. Binstock
Chief Financial Officer and Vice President
Date: March 27, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ Daria L. Foster
Daria L. Foster
President and Chief Executive Officer
Date: March 27, 2013
By: /s/ Joan A. Binstock
Joan A. Binstock
Chief Financial Officer and Vice President
Date: March 27, 2013