LORD ABBETT GLOBAL FUND INC, 497, 1996-05-10

LORD ABBETT GLOBAL FUND INC
497, 1996-05-10

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LORD ABBETT GLOBAL FUND, INC.
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
800-426-1130

LORD ABBETT GLOBAL FUND, INC. ("WE" OR THE "FUND") IS A DIVERSIFIED, OPEN-END
MANAGEMENT INVESTMENT COMPANY INCORPORATED UNDER MARYLAND LAW ON FEBRUARY 23,
1988. THE FUND COMPRISES TWO DISTINCT INVESTMENT PORTFOLIOS, THE EQUITY SERIES
AND THE INCOME SERIES. SHARES OF EACH SERIES HAVE EQUAL RIGHTS AS TO VOTING,
DIVIDENDS, ASSETS AND LIQUIDATION WITH RESPECT TO OTHER SHARES OF THAT SERIES.
THE EQUITY SERIES SEEKS LONG-TERM GROWTH OF CAPITAL AND INCOME CONSISTENT WITH
REASONABLE RISK. THE PRODUCTION OF CURRENT INCOME IS A SECONDARY CONSIDERATION
FOR THE EQUITY SERIES. THE INCOME SERIES SEEKS HIGH CURRENT INCOME CONSISTENT
WITH REASONABLE RISK. CAPITAL APPRECIATION IS A SECONDARY CONSIDERATION FOR THE
INCOME SERIES. THERE CAN BE NO ASSURANCE THAT EACH SERIES WILL ACHIEVE ITS
OBJECTIVE. BY INVESTING IN GLOBALLY-DIVERSIFIED SECURITIES, THE FUND OFFERS THE
OPPORTUNITY FOR INVESTORS TO TAKE ADVANTAGE OF CAPITAL AND INCOME GROWTH (IN THE
CASE OF THE EQUITY SERIES) AND HIGH CURRENT INCOME WITH CAPITAL APPRECIATION (IN
THE CASE OF THE INCOME SERIES) THAT MAY BE PREVALENT, FROM TIME TO TIME, IN
PARTICULAR COUNTRIES THROUGHOUT THE WORLD. THIS PROSPECTUS SETS FORTH CONCISELY
THE INFORMATION ABOUT THE FUND THAT A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE
INVESTING. ADDITIONAL INFORMATION ABOUT THE FUND HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE STATEMENT OF ADDITIONAL INFORMATION IS
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND MAY BE OBTAINED, WITHOUT
CHARGE, BY WRITING TO THE FUND OR BY CALLING 800-874-3733. ASK FOR "PART B OF
THE PROSPECTUS -- THE STATEMENT OF ADDITIONAL INFORMATION". THE DATE OF THIS
PROSPECTUS AND THE DATE OF THE STATEMENT OF ADDITIONAL INFORMATION IS MAY 1,
1996. UNLESS OTHERWISE STATED, USE OF THE WORD "FUND" IN THIS PROSPECTUS WILL
MEAN BOTH SERIES.

PROSPECTUS
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS. SHAREHOLDER INQUIRIES SHOULD
BE MADE IN WRITING TO THE FUND OR BY CALLING 800-821-5129. YOU CAN ALSO MAKE
INQUIRIES THROUGH YOUR BROKER-DEALER.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. AN
INVestment in the Fund involves risks, including the possible loss of principal.

CONTENT PAGE

1 Fee Table 2

2 Financial Highlights 2

3 Investment
Objectives and Policies 3

4 Risk Factors 7

5 Purchases 7

6 Shareholder Services 10

7 Our Management 10

8 Dividends, Capital Gains
Distributions and Taxes 12

9 Redemptions 13

10 Performance 13

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

1 FEE TABLE

A summary of each Series' expenses is set forth in the table below. The example
is not a representation of past or future expenses. Actual expenses may be
greater or less than those shown.

<TABLE>
<CAPTION>
EQUITY INCOME
SERIES SERIES

<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
(AS A PERCENTAGE OF OFFERING PRICE)
Maximum Sales Load(1)on Purchases
(See "Purchases") 5.75% 4.75%
Deferred Sales Load(1) (See "Purchases") None(2) None(2)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (See "Our Management") 0.75% 0.50%
12b-1 Fees (See "Purchases") 0.26%(3) 0.25%(3)
Other Expenses (See "Our Management") 0.62% 0.29%
Total Operating Expenses 1.63%(3) 1.04%(3)

<FN>
Example: Assume an annual return of 5% and there is no change in the level of
expenses described above. For every $1,000 invested, with reinvestment of all
distributions, you would pay the following total expenses if you closed your
account after the number of years indicated.

1 year(4) 3 years(4) 5 years(4) 10 years(4)

Equity Series $73 $106 $141 $240

Income Series $58 $79 $102 $169

(1) Sales "load" is referred to as sales "charge" and "deferred sales load" is
referred to as "contingent deferred reimbursement charge" throughout this
Prospectus. With a front-end sales charge and the Rule 12b-1 plan described
herein, long-term shareholders may pay more than the economic equivalent of
the maximum permitted front-end sales charge pursuant to the rules of the
National Association of Securities Dealers.
(2) Redemptions of shares on which the Fund's 1% Rule 12b-1 sales distribution
fee for purchases of $1 million or more has been paid are subject to a 1%
contingent deferred reimbursement charge, if the redemption occurs within
24 months after the month of purchase, subject to certain exceptions
described herein.
(3) The Board of Directors has approved under a new 12b-1 plan, subject to
shareholder approval, payments that, had they been in effect for the Fund's
most recent fiscal year, would have increased 12b-1 fees and total expenses
to 0.30% and 1.67%, respectively, for the Equity Series and to 0.29% and
1.08%, respectively for the Income Series. See "Rule 12b-1 Plan" for more
details.
(4) Based on total operating expenses shown in the table above.

The foregoing is provided to give investors a better understanding of the
expenses that are incurred by an investment in the Fund.
</FN>
</TABLE>

2 FINANCIAL HIGHLIGHTS

The following table has been audited by Deloitte & Touche llp, independent
public accountants, in connection with their annual audit of the Fund's
financial statements, whose report thereon is incorporated by reference in the
Statement of Additional Information and may be obtained on request, and has been
included herein in reliance upon their authority as experts in accounting and
auditing.

Equity Series For the Period
September 30, 1988
(Commencement
Per Share Operating Year Ended December 31, of Operations) to
Performance: 1995 1994 1993 1992 1991 1990 1989 December 31, 1988
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.55 $12.44 $10.48 $10.79 $9.57 $11.09 $9.62 $9.28
Income from investment operations
Net investment income .16 .10 .04 .078 .134 .211 .170 .073
Net realized and unrealized
gain (loss) on securities .90 (.1125) 2.635 (.268) 1.276 (1.551) 1.53 .327
Total from investment operations 1.06 (.0125) 2.675 (.190) 1.410 (1.340) 1.70 .400
Distributions
Dividends from net investment income (.17) (.10) (.10) (.12) (.12) (.18) (.12) (.06)
Distributions from net realized gain (.48) (.7775) (.615) . (.07) . (.11) .
Net asset value, end of period $11.96 $11.55 $12.44 $10.48 $10.79 $9.57 $11.09 $9.62
Total Return* 9.19% (0.09)% 26.05% (1.73)% 14.76% (12.13)% 17.73% 4.37%**
Ratios/Supplemental Data:
Net assets, end of period (000) $84,731 $83,739 $71,632 $34,332 $36,654 $32,986 $27,692 $7,623
Ratios to Average Net Assets:
Expenses, including waiver 1.63% 1.56% 1.68% 1.84% 1.61% 1.45% 1.26% .24%**
Expenses, excluding waiver 1.63% 1.56% 1.68% 1.84% 1.61% 1.72% 2.16% 1.06%**
Net investment income 1.31% .79% .70% .76% 1.30% 2.03% 1.52% .93%**
Portfolio turnover rate 83.32% 75.39% 197.59% 136.75% 74.83% 76.24% 50.12% 3.86%

<FN>
*Total return does not consider the effects of sales loads. **Not annualized.
See Notes to Financial Statements.

</FN>
</TABLE>

Income Series For the Period
September 30, 1988
(Commencement
Per Share Operating Year Ended December 31, of Operations) to
Performance: 1995 1994 1993 1992 1991 1990 1989 December 31, 1988
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $7.98 $9.02 $8.87 $9.40 $9.13 $9.28 $9.37 $9.53
Income from investment operations
Net investment income .77 .65 .76 .808 .877 .940 .998 .233
Net realized and unrealized
gain (loss) on securities .6133 (.9603) .174 (.288) .316 .059 (.07) (.1028)
Total from investment operations 1.3838 (.3103) .934 .520 1.193 .999 .928 .1302
Distributions
Dividends from net investment income (.6613) (.6035) (.784) (.840) (.873) (.959) (.998) (.2402)
Distributions from net realized gain . . . . (.05) . (.02) .
Distribution to shareholders in
excess of net investment income (.1262)
Special distributions from foreign
currency transactions (.1225) (.21) . (.19) . (.05)
Net asset value, end of period $8.58 $7.98 $9.02 $8.87 $9.40 $9.13 $9.28 $9.37
Total Return* 17.86% (3.40)% 10.78% 5.76% 14.33% 11.88% 10.58% 1.41%**
Ratios/Supplemental Data:
Net assets, end of period (000) $238,291 $249,490 $277,495 $148,137 $101,023 $68,587 $37,470 $8,048
Ratios to Average Net Assets:
Expenses, including waiver 1.04% 1.02% 1.04% 1.22% 1.30% 1.16% .90% .24%**
Expenses, excluding waiver 1.04% 1.02% 1.04% 1.22% 1.30% 1.33% 1.64% .74%**
Net investment income 7.60% 7.72% 7.81% 8.50% 9.96% 10.13% 10.41% 2.41%**
Portfolio turnover rate 1,073.69% 1,230.20% 1,559.43% 812.01% 543.90% 613.01% 757.32% 22.62%

<FN>
*Total return does not consider the effects of sales loads. **Not annualized.
See Notes to Financial Statements.
</FN>
</TABLE>

3 INVESTMENT OBJECTIVES AND POLICIES

THE EQUITY SERIES. The investment objective of the Equity Series is long-term
growth of capital and income consistent with reasonable risk. The production of
current income is a secondary consideration for the Equity Series.

The Equity Series believes that the needs of most long-term investors are best
served by capital growth without excessive fluctuations in market value. Fund
management (hereinafter meaning the officers of the Fund on a day-to-day basis
subject to the overall direction of the Fund's Board of Directors with the
advice of Lord Abbett) will try to anticipate major changes in the world economy
and select for the Equity Series domestic and foreign securities which Fund
management believes will benefit most from these changes. The Equity Series
normally invests primarily in common stocks (including securities convertible
into common stocks) of domestic and foreign companies in sound financial
condition, which common stocks are expected to show above-average price
appreciation. Although the prices of common stocks fluctuate and their dividends
vary, historically, common stocks have appreciated in value and their dividends
have increased when the companies they represent have prospered and grown.
Success in achieving the investment objective of the Equity Series is dependent
upon Fund management's ability to anticipate market changes, as well as its
ability to properly value particular companies. Thus, there is no assurance that
the portfolio investments made by Fund management on behalf of the Equity Series
will attain the results sought.

The Equity Series constantly balances the opportunity for profit against the
risk of loss. In the past, very few industries or economies have continuously
provided the best investment opportunities. The Equity Series' policy is to take
a flexible approach and to adjust the portfolio to reflect changes in the
opportunity for sound investments relative to the risk assumed. Therefore,
domestic and foreign securities judged to be overvalued will be sold and the
proceeds will be reinvested in other securities believed to offer better values.
The Equity Series, while having no specific rating requirements with respect to
the debt securities in which it invests, will occasionally be guided by the
prospect of a more attractive risk-adjusted total return from an issuer's debt
securities versus its equity securities. As of the Equity

<PAGE>

Series' fiscal year ended December 31, 1995, 5.20% of its assets were invested
in debt securities.
Under normal circumstances, the Equity Series will invest its total assets in
domestic and foreign securities with at least 65% of such assets invested in
equity securities primarily traded in at least three countries, including the
United States. However, this guideline may not be followed for temporary
defensive periods when Fund management believes that it should invest entirely
in domestic securities or in securities primarily traded in one or more foreign
countries or in debt securities to a greater extent than 35% of the total assets
of the Equity Series.

THE INCOME SERIES. The investment objective of the Income Series is high current
income consistent with reasonable risk. Capital appreciation is a secondary
consideration for the Income Series.

Under normal market conditions, the Income Series will be invested primarily in
a portfolio of (i) high-quality debt securities issued or guaranteed by U.S. and
foreign governments or their agencies, instrumentalities or political
subdivisions; (ii) high-quality debt securities issued or guaranteed by
supranational organizations, such as the World Bank; (iii) high-quality U.S. and
foreign corporate debt securities including commercial paper; and (iv) debt
obligations of banks and bank holding companies. The high-quality debt
securities described above will consist of those rated at the time of purchase
within one of the two highest grades assigned by Standard & Poor's Ratings
Services ("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if unrated,
judged by Fund management to be of comparable quality. Up to 35% of the Income
Series' total assets may be invested in equity securities and in debt securities
rated below S&P's and Moody's two highest grades but rated at the time of
purchase BBB or better by S&P or Baa or better by Moody's or, if unrated, judged
by Fund management to be of comparable quality. Bonds rated Baa by Moody's or
BBB by S&P are considered medium-grade and have speculative characteristics and
are more sensitive to economic change than higher rated bonds. A description of
S&P's and Moody's ratings is included in the Appendix to the Statement of
Additional Information. Fundamental economic strength, credit quality, currency
exchange and interest-rate trends will be the principal determinants of the
various country, geographic and industry sector weightings within the Income
Series' portfolio. The Income Series will invest in countries and in currency
denominations where the combination of fixed-income market returns, price
appreciation of fixed-income obligations, equity securities and currency
exchange rate movements appear to present opportunities for an attractive total
return consistent with the Income Series' investment objective.

The U.S. Government securities in which the Income Series may invest include
direct obligations of the United States Treasury (such as Treasury bills, notes
and bonds) and obligations issued by United States Government agencies and
instrumentalities, including securities that are supported by the full faith and
credit of the United States (such as Government National Mortgage Association
"GNMA" certificates), securities that are supported by the right of the issuer
to borrow from the United States Treasury (such as securities of the Federal
Home Loan Banks) and securities supported solely by the creditworthiness of the
issuer (such as Federal National Mortgage Association "FNMA" and Federal Home
Loan Mortgage Corporation "FHLMC" securities).

The Income Series may purchase U.S. Government securities on a when-issued basis
and, while awaiting delivery and before paying for them ("settlement"), normally
may invest in short-term U.S. Government securities. The Income Series does not
start earning interest on these when-issued securities until settlement and
often they are sold prior to settlement. While this investment strategy may
contribute significantly to a portfolio turnover rate in excess of 100%, it has
little or no transaction costs or adverse tax consequences for the Income
Series. Transaction costs normally do not include brokerage because the Income
Series' fixed-income portfolio transactions usually are on a principal basis and
at the time of purchase the Series normally anticipates that any markups charged
will be more than offset by the anticipated economic benefits of the
transaction. During the period between purchase and settlement, the value of the
securities will fluctuate and assets consisting of cash and/or marketable
securities marked to market daily in an amount sufficient to make payment at
settlement will be segregated at our custodian in order to pay for the
commitment. There is a risk that market yields available at settlement may be
higher than yields obtained on the purchase date, which could result in
depreciation of value.

The other debt securities in which the Income Series may invest include, but are
not limited to, domestic and foreign, fixed- and floating-rate notes, bonds,
debentures, convertibles, certificates, warrants, commercial paper, and
principal and interest pass-throughs issued by governments,

<PAGE>

authorities, partnerships, corporations, trust companies, banks and bank holding
companies, and banker's acceptances, certificates of deposit, time deposits and
deposit notes issued by domestic and foreign banks.

Under normal circumstances, the Income Series will invest its total assets in
domestic and foreign securities with at least 65% of such assets invested in
long-term debt securities primarily traded in at least three countries,
including the United States. However, this guideline may not be followed for
temporary defensive periods when Fund management believes that it should invest
entirely in domestic securities or in securities primarily traded in one or more
foreign countries or in equity or short-term debt securities to a greater extent
than 35% of the total assets of the Income Series. The market prices of
long-term debt securities tend to be more volatile than those of short-term debt
securities when interest rates change.

INVESTMENT POLICIES AND TECHNIQUES
COMMON TO BOTH SERIES

The Fund will not be required to sell debt securities which become unrated or
are downgraded after purchase.

COUNTRY DIVERSIFICATION AND DEFENSIVE POSITION. It is the present intention of
each Series to invest its assets in securities which are primarily traded in the
United Kingdom, Western Europe (Austria, Germany, the Netherlands, France,
Switzerland, Italy, Belgium, Norway, Sweden, Denmark and Spain), Australia,
Canada, the Far East (Japan, Hong Kong, Korea, Singapore, Taiwan and Thailand),
Latin America (Argentina, Brazil, Mexico and Venezuela) and the United States.
However, investments may be made, from time to time, in securities which are
primarily traded in other developed countries. Except for the guidelines
described above with respect to investing in at least three countries, including
the United States, there are no limitations on how much of each Series' assets
can be invested in securities primarily traded in any one country.

When Fund management believes that one or both Series should assume a temporary
defensive position because of unfavorable investment conditions, the affected
Series may temporarily hold its assets in cash and short-term money market
instruments.

FOREIGN CURRENCY HEDGING TECHNIQUES. Each Series may utilize various foreign
currency hedging techniques described below.

A forward foreign currency contract involves an obligation to purchase or sell a
specific amount of a currency at a set price on a future date. Each Series may
enter into forward foreign currency contracts (but not in excess of the amount a
Series has invested in non-U.S. dollar-denominated securities at the time any
such contract is entered into) in primarily two circumstances. First, when a
Series enters into a contract for the purchase or sale of a security denominated
in a foreign currency, the Series may desire to "lock in" the U.S. dollar price
of the security. By entering into a forward contract for the purchase or sale of
the amount of foreign currency involved in the underlying security transaction,
the Series will be able to protect against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar and the subject
foreign currency during the period between the date of purchase or sale and the
date of settlement.

Second, when Fund management believes that the currency of a particular foreign
country may suffer a decline against the U.S. dollar, a Series may enter into a
forward contract to sell the amount of foreign currency approximating the value
of some or all of a Series' portfolio securities denominated in such foreign
currency or, in the alternative, a Series may use a cross-currency-hedging
technique whereby it enters into such a forward contract to sell another
currency (obtained in exchange for the currency which the portfolio securities
are denominated in if such securities are sold) which it expects to decline in a
similar manner but which has a lower transaction cost. Precise matching of the
forward contract and the value of the securities involved will generally not be
possible since the future value of such securities denominated 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 the contract matures. The Series intend to enter into such forward
contracts under this second circumstance periodically.

Each Series also may purchase foreign currency put options and write foreign
currency call options on U.S. exchanges or U.S. over-the-counter markets. A put
option gives a Series, upon payment of a premium, the right to sell a currency
at the exercise price until the expiration of the option and serves to insure
against adverse currency price movements in the underlying portfolio assets
denominated in that currency. The premiums paid for such foreign currency put
options will not exceed 5% of the net assets of a Series.

<PAGE>

Exchange-listed options markets in the United States include several major
currencies, and trading may be thin and illiquid. A number of major investment
firms trade unlisted options which are more flexible than exchange-listed
options with respect to strike price and maturity date. These unlisted options
generally are available on a wider range of currencies, including those of most
of the developed countries mentioned above. Unlisted foreign-currency options
generally are less liquid than listed options and involve the credit risk
associated with the individual issuer.
Unlisted options together with other illiquid securities may comprise no more
than 5% of each Series' net assets.

A foreign currency call option written by a Series gives the purchaser, upon
payment of a premium, the right to purchase from that Series a currency at the
exercise price until the expiration of the option. A Series may write a call
option on a foreign currency only in conjunction with a purchase of a put option
on that currency. Such a strategy is designed to reduce the cost of downside
currency protection by limiting currency appreciation potential. The face value
of such writing or cross-hedging (described above) may not exceed 90% of the
value of the securities denominated in such currency (a) invested in by a Series
to cover such call writing or (b) to be crossed.

Limitations imposed by the Internal Revenue Code on regulated investment
companies may restrict each Series' ability to engage in transactions in
options, forward contracts and cross hedges.

The Fund's custodian will segregate cash or liquid high-grade debt securities
belonging to a Series in an amount not less than that required by SEC Release
10666 with respect to a Series' assets committed to (a) writing options, (b)
forward foreign currency contracts and (c) cross hedges entered into by a
Series. If the value of the securities segregated declines, additional cash or
debt securities will be added on a daily basis (i.e., marked to market), so that
the segregated amount will not be less than the amount of a Series' commitments
with respect to such written options, forward foreign currency contracts and
cross hedges.

OTHER INVESTMENT TECHNIQUES COMMON TO BOTH SERIES

Each Series intends to utilize, from time to time, one or
more of the investment techniques identified below. It is currently intended
that no more than 5% of each Series' net assets will be at risk in the use of
any one of such investment techniques. While some of these techniques involve
risk when utilized independently, Fund management intends to use them to reduce
risk and volatility in the portfolios, although this result cannot be assured.

Covered Call Options. Each Series may write call options on securities it owns,
provided that the securities we hold to cover such options do not represent more
than 5% of a Series' net assets. A call option on stock gives the purchaser of
the option, upon payment of a premium to the writer of the option, the right to
call upon the writer to deliver a specified number of shares of a stock on or
before a fixed date at a predetermined price.

Rights and Warrants. Each Series may invest in rights and warrants to purchase
securities. Included within these purchases, but not exceeding 2% of the value
of each Series' net assets, may be warrants which are not listed on the New York
Stock Exchange or American Stock Exchange.

Repurchase Agreements. Each Series may enter into repurchase agreements with
respect to a security. A repurchase agreement is a transaction by which a Series
acquires a security 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. Such repurchase agreement must, at all times, be collateralized by cash or
U.S. Government securities having a value equal to, or in excess of, the value
of the repurchase agreement.

OTHER POLICIES COMMON TO BOTH SERIES

It is currently intended that no more than 5% of each Series' net assets will be
at risk in the use of any one of the policies identified below.

Closed-end Investment Companies. Each Series may invest in shares of closed-end
investment companies if bought in the primary or secondary market with a fee or
commission no greater than the customary broker's commission. Shares of such
investment companies sometimes trade at a discount or premium in relation to
their net asset value and there may be duplication of fees, for example, to the
extent that a Series and the closed-end investment company both charge a
management fee.

Lending of Portfolio Securities. Each Series may seek to earn income by lending
its portfolio securities if the loan is collateralized and its terms are in
accordance with regulatory requirements.

<PAGE>

Emergency Borrowing. As a temporary measure for extraordinary or emergency
purposes, each Series may borrow money from banks on an unsecured basis.

Each Series' investment objective may not be changed without the shareholder
approval of that Series.

PORTFOLIO TURNOVER. The portfolio turnover rate for the fiscal year ended
December 31, 1995 was 83.32% versus 75.39% for the prior year for the Equity
Series and 1,073.69%, versus 1,230.20% for the prior year for the Income Series.
The high portfolio turnover rate for the Income Series relates to substantial
trading of U.S. and U.S. agency mortgage-backed securities to take advantage of
value changes among different agencies, coupons and maturities. Also, there was
significant movement of investments from country to country to take advantage of
return differentials.

4 RISK FACTORS

Investment in the Fund requires consideration of certain factors that are not
normally involved in investments in U.S. securities. Generally, most of the
assets of each Series will be denominated or traded in foreign currencies.
Accordingly, a change in the value of any foreign currency relative to the U.S.
dollar will result in a corresponding change in the U.S. dollar value of a
Series' assets denominated or traded in that currency. The performance of each
Series will be measured in U.S. dollars, the base currency of the Series.
Securities markets of foreign countries in which a Series may invest generally
are not subject to the same degree of regulation as the U.S. markets and may be
more volatile and less liquid than the major U.S. markets. Lack of liquidity may
affect a Series' ability to purchase or sell large blocks of securities and thus
obtain the best price. There may be less publicly-available information on
publicly-traded companies, banks and governments in foreign countries than is
generally the case for such entities in the United States. The lack of uniform
accounting standards and practices among countries impairs the validity of
direct comparisons of valuation measures (such as price/earnings ratios) for
securities in different countries. In addition, a Series may incur costs
associated with currency hedging and the conversion of foreign currency into
U.S. dollars and may be adversely affected by restrictions on the conversion or
transfer of foreign currency. Other considerations include political and social
instability, expropriation, higher transaction costs and different securities
settlement practices. Settlement periods for foreign securities, which are
sometimes longer than those for securities of U.S. issuers, may affect portfolio
liquidity. These different settlement practices may cause missed purchasing
opportunities and/or the loss of interest on money market and debt investments
pending further equity or long-term debt investments. In addition, foreign
securities held by a Series may be traded on days that the Series do not value
their portfolio securities, such as Saturdays and customary business holidays,
and, accordingly, a Series' net asset value may be significantly affected on
days when shareholders do not have access to the Series.

5 PURCHASES

You may buy our shares through any independent securities dealer having a sales
agreement with Lord Abbett, our exclusive selling agent. Place your order with
your investment dealer or send it to Lord Abbett Global Fund, Inc. (P.O. Box
419100, Kansas City, Missouri 64141). The minimum initial investment is $1,000,
except for Invest-A-Matic and Div-Move ($250 initial and $50 subsequent minimum)
and Retirement Plans ($250 minimum). Subsequent investments may be made in any
amount. See "Shareholder Services".

The net asset value of our shares is calculated every business day as of the
close of the New York Stock Exchange ("NYSE") by dividing net assets by the
number of shares outstanding. Securities are valued at their market value as
more fully described in the Statement of Additional Information.

Orders for shares received by the Fund prior to the close of the NYSE, or
received by dealers prior to such close and received by Lord Abbett prior to the
close of its business day, will be confirmed at the applicable public offering
price effective at such NYSE close. Orders received by

<PAGE>

dealers after the NYSE closes and received by Lord Abbett in proper form prior
to the close of its next business day will be executed at the applicable public
offering price effective as of the close of the NYSE on that next business day.
The dealer is responsible for the timely transmission of orders to Lord Abbett.
A business day is a day on which the NYSE is open for trading.

For information regarding the proper form of a purchase or redemption order,
call the Fund at 800-821-5129. This offering may be suspended, changed or
withdrawn. Lord Abbett reserves the right to reject any order.

The offering price is based on the per-share net asset value next computed after
your order is accepted plus a sales charge as follows:

Equity Series Sales Charge as a Dealer's
Percentage of: Concession
as a To Compute
Net Percentage Offering
Offering Amount of Offering Price, Divide
Size of Investment Price Invested Price* NAV by
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00% .9425
$50,000 to $99,999 4.75% 4.99% 4.00% .9525
$100,000 to $249,999 3.75% 3.90% 3.25% .9625
$250,000 to $499,999 2.75% 2.83% 2.25% .9725
$500,000 to $999,999 2.00% 2.04% 1.75% .9800
$1,000,000 or more No Sales Charge 1.00% 1.0000
</TABLE>

Income Series Sales Charge as a Dealer's
Percentage of: Concession
as a To Compute
Net Percentage Offering
Offering Amount of Offering Price, Divide
Size of Investment Price Invested Price* NAV by
<S> <C> <C> <C> <C>
Less than $50,000 4.75% 4.99% 4.00% .9525
$50,000 to $99,999 4.75% 4.99% 4.25% .9525
$100,000 to $249,999 3.75% 3.90% 3.25% .9625
$250,000 to $499,999 2.75% 2.83% 2.50% .9725
$500,000 to $999,999 2.00% 2.04% 1.75% .9800
$1,000,000 or more No Sales Charge 1.00% 1.0000

<FN>

*Lord Abbett may, for specified periods, allow dealers to retain the full sales
charge for sales of shares during such periods, or pay an additional concession
to a dealer who, during a specified period, sells a minimum dollar amount of our
shares and/or shares of other Lord Abbett-sponsored funds. In some instances,
such additional concessions will be offered only to certain dealers expected to
sell significant amounts of shares. Lord Abbett may, from time to time,
implement promotions under which Lord Abbett will pay a fee to dealers with
respect to certain purchases not involving the imposition of a sales charge.
Additional payments may be paid from Lord Abbett's own resources and will be
made in the form of cash or, if permitted, non-cash payments. The non-cash
payments will include business seminars at resorts or other locations, including
meals and entertainment, or the receipt of merchandise. The cash payments will
include payment of various business expenses of the dealer.

</FN>
</TABLE>

In selecting dealers to execute portfolio transactions for the Fund's
portfolios, if two or more dealers are considered capable of obtaining best
execution, we may prefer the dealer who has sold our shares and/or shares of
other Lord Abbett-sponsored funds.

VOLUME DISCOUNTS. This section describes several ways to qualify for a lower
sales charge if you inform Lord Abbett or the Fund that you are eligible at the
time of purchase. (1) Any purchaser (as described below) may aggregate a
purchase in the Fund with purchases of any other eligible Lord Abbett-sponsored
fund, together with the current value at maximum offering price of any shares in
the Fund and in any eligible Lord Abbett-sponsored funds held by the purchaser.
(Holdings in the following funds are not eligible for the above rights of
accumulation: Lord Abbett Equity Fund ("LAEF"), Lord Abbett Series Fund
("LASF"), any series of the Lord Abbett Research Fund if not offered to the
general public ("LARF") and Lord Abbett U.S. Government Securities Money Market
Fund ("GSMMF"), except for existing holdings in GSMMF which are attributable to
shares exchanged from a Lord Abbett-sponsored fund offered with a front-end
sales charge or from a fund in the Lord Abbett Counsel Group.) (2) A purchaser
may sign a non-binding 13-month statement of intention to invest $50,000 or more
in the Fund or in any of the above eligible funds. If the intended purchases are
completed during the period, each purchase will be at the sales charge, if any,
applicable to the aggregate of such purchaser's intended purchases. If not
completed, each purchase will be at the sales charge for the aggregate of the
actual purchases. Shares issued upon reinvestment of dividends or distributions
are not included in the statement of intention. The term "purchaser" includes
(i) an individual, (ii) an individual and his or her spouse and children under
the age of 21 and (iii) a trustee or other fiduciary purchasing shares for a
single trust estate or single

<PAGE>

fiduciary account (including a pension, profit-sharing, or other employee
benefit trust qualified under Section 401 of the Internal Revenue Code -- more
than one qualified employee benefit trust of a single employer, including its
consolidated subsidiaries, may be considered a single trust, as may qualified
plans of multiple employers registered in the name of a single bank trustee as
one account), although more than one beneficiary is involved.

Our shares may be purchased at net asset value by our directors, employees of
Lord Abbett, employees of our shareholder servicing agent and employees of any
securities dealer having a sales agreement with Lord Abbett who consents to such
purchases or by the trustee or custodian under any pension or profit-sharing
plan or Payroll Deduction IRA established for the benefit of such persons or for
the benefit of any national securities trade organization to which Lord Abbett
belongs or any company with an account(s) in excess of $10 million managed by
Lord Abbett on a private-advisory-account basis. For purposes of this paragraph,
the terms "directors" and "employees" include a director's or employee's spouse
(including the surviving spouse of a deceased director or employee). The terms
"directors" and "employees of Lord Abbett" also include other family members and
retired directors and employees. Our shares also may be purchased at net asset
value (a) at $1 million or more, (b) with dividends and distributions from other
Lord Abbett-sponsored funds, except for dividends and distributions on shares of
LARF, LAEF, LASF and Lord Abbett Counsel Group, (c) under the loan feature of
the Lord Abbett-sponsored prototype 403(b) plan for share purchases representing
the repayment of principal and interest, (d) by certain authorized brokers,
dealers, registered investment advisers or other financial institutions who have
entered into an agreement with Lord Abbett in accordance with certain standards
approved by Lord Abbett, providing specifically for the use of our shares in
particular investment products made available for a fee to clients of such
brokers, dealers, registered investment advisers and other financial
institutions ("mutual fund wrap fee programs"), (e) by employees, partners and
owners of unaffiliated consultants and advisers to Lord Abbett or Lord
Abbett-sponsored funds who consent to such purchase if such persons provide
services to Lord Abbett or such funds on a continuing basis and are familiar
with such funds and (f) subject to appropriate documentation, through a
securities dealer where the amount invested represents redemption proceeds from
shares ("Redeemed Shares") of a registered open-end management investment
company not distributed or managed by Lord Abbett (other than a money market
fund), if such redemptions have occurred no more than 60 days prior to the
purchase of our shares, the Redeemed Shares were held for at least six months
prior to redemption and the proceeds of redemption were maintained in cash or a
money market fund prior to purchase. Purchasers should consider the impact, if
any, of contingent deferred sales charges in determining whether to redeem
shares for subsequent investment in our shares. Lord Abbett may suspend or
terminate the purchase option referred to in (f) above at any time.

Our shares may be issued at net asset value in exchange for the assets, subject
to possible tax adjustment, of a personal holding company or an investment
company.

RULE 12B-1 PLAN. The Fund has adopted a Rule 12b-1 Plan (the "Plan") which
authorizes the payment of distribution fees to dealers (except as to certain
accounts for which tracking data is not available) in order to provide
additional incentives for them (a) to provide continuing information and
investment services to their shareholder accounts and otherwise to encourage
their accounts to remain invested in the Fund and (b) to sell shares of the
Fund. Under the Plan the Fund pays to Lord Abbett, who passes on to dealers, (1)
an annual service fee (payable quarterly) of .25% of the average daily net asset
value of the Fund's shares sold by dealers and (2) a one-time 1% sales
distribution fee, at the time of sale, on all shares at the $1 million level
sold by dealers on or after June 1, 1990. The shareholder privileges of rights
of accumulation and 13-month statements of intention may be used in calculating
such sales eligible for the 1% sales distribution fee. Lord Abbett is required
to pay the full amount of the sales distribution fees to dealers as compensation
for selling our shares.

Holders of shares on which the 1% sales distribution fee has been paid will be
required to pay to the Fund a contingent deferred reimbursement charge of 1% of
the original cost or the then net asset value, whichever is less, of all shares
so purchased which are redeemed out of the Lord Abbett-sponsored family of funds
on or before the end of the twenty-fourth month after the month in which the
purchase occurred. (An exception is made for redemptions by tax-qualified plans
under Section 401 of the Internal Revenue Code due to plan loans, hardship
withdrawals, death, retirement, or separation from service with respect to plan
participants.) If the shares have been exchanged into another Lord
Abbett-sponsored fund and are thereafter redeemed out of the family on or before
the end of such twenty-fourth month, the charge will be collected for the Fund
by the other fund. The Fund will collect such a charge for other Lord
Abbett-sponsored funds in a similar situation. Shares of a fund or series on
which the 1% sales distribution fee has been paid may not be exchanged into a
fund or series with a Rule 12b-1 Plan for which the payment provisions have not
been in effect for at least one year.

<PAGE>

The Board of Directors of the Fund has approved, subject to shareholder approval
at a meeting to be held on June 19, 1996, a new Rule 12b-1 plan. Under the most
significant difference between the two plans, the board could approve under the
proposed new plan maximum annual fees of up to 0.50% of average daily net
assets. The board has approved under the proposed new plan, subject to such
shareholder approval, payments that, had they been in effect for the Fund's most
recent fiscal year, would have increased 12b-1 fees from 0.26% to 0.30% of
average net assets for the Equity Series and from 0.25% to 0.29% of average
daily net assets for the Income Series.

6 SHAREHOLDER SERVICES

We offer the following shareholder services:

Telephone Exchange Privilege: Shares may be exchanged, without a service charge,
for those of any other Lord Abbett-sponsored fund except for (i) LAEF, LARF,
LASF and Lord Abbett Counsel Group and (ii) certain tax-free single-state series
where the exchanging shareholder is a resident of a state in which such series
is not offered for sale (together, "Eligible Funds").

You or your representative with proper identification can instruct the Fund to
exchange uncertificated shares (held by the transfer agent) by telephone.
Shareholders have this privilege unless they refuse it in writing. The Fund will
not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine and will employ reasonable procedures to
confirm that instructions received are genuine, including requesting proper
identification and recording all telephone exchanges. Instructions must be
received by the Fund in Kansas City (800-821-5129) prior to the close of the
NYSE to obtain each fund's net asset value per share on that day. Expedited
exchanges by telephone may be difficult to implement in times of drastic
economic or market change. The exchange privilege should not be used to take
advantage of short-term swings in the market. The Fund reserves the right to
terminate or limit the privilege of any shareholder who makes frequent
exchanges. The Fund can revoke the privilege for all shareholders upon 60 days'
prior written notice. A prospectus for the other Lord Abbett-sponsored fund
selected by you should be obtained and read before an exchange. Exercise of the
Exchange Privilege will be treated as a sale for federal income tax purposes
and, depending on the circumstances, a capital gain or loss may be recognized.

Systematic Withdrawal Plan: Except for retirement plans for which there is no
such minimum, if the maximum offering price value of your uncertificated shares
is at least $10,000, you may have periodic cash withdrawals automatically paid
to you in either fixed or variable amounts.

Div-Move: You can invest the dividends paid on your account ($250 initial and
$50 subsequent minimum investment) into an existing account in any other
Eligible Fund. The account must be either 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: You can make fixed, periodic investments ($50 minimum
investment) into the Fund and/or any Eligible Fund by means of automatic money
transfers from your bank checking account. You should read the prospectus of the
other fund before investing.

Retirement Plans: Lord Abbett makes available the retirement plan forms and
custodial agreements for IRAs (Individual Retirement Accounts including
Simplified Employee Pensions), 403(b) plans and pension and profit-sharing
plans, including 401(k) plans.

Householding: A new procedure has been inaugurated whereby a single copy of an
annual or semi-annual report is sent to an address to which more than one
registered shareholder of the Fund with the same last name has indicated mail is
to be delivered, unless additional reports are specifically requested in writing
or by telephone.

All correspondence should be directed to Lord Abbett Global Fund, Inc. (P.O. Box
419100, Kansas City, Missouri 64141; 800-821-5129).

7 OUR MANAGEMENT

Our business is managed by our officers on a day-to-day basis under the overall
direction of our Board of Directors. We employ Lord Abbett as investment manager
pursuant to a Management Agreement. Lord Abbett is solely responsible for
advising each Series of the Fund with respect to portfolio investments. Lord
Abbett has been an investment manager for over 65 years and currently manages
over $19 billion in a family of mutual funds and other advisory accounts. Lord
Abbett provides us with investment management services and executive and other
personnel, pays the remuneration of our officers and our directors affiliated
with Lord Abbett, provides us with office space and pays for ordinary and
necessary office and clerical expenses relating to research, statistical work
and supervision of our portfolios and certain other costs. Lord Abbett provides

<PAGE>

similar services to fifteen other Lord Abbett-sponsored funds having various
investment objectives and also advises other investment clients. E. Wayne
Nordberg, Executive Vice President of the Fund, serves as portfolio manager of
the Equity Series. Mr. Nordberg has over 35 years of investment experience and
joined Lord Abbett in 1988. Zane E. Brown, Executive Vice President of the Fund,
serves as portfolio manager of the Income Series. Mr. Brown is Lord Abbett's
Director of Fixed Income. Prior to joining Lord Abbett in 1992, Mr. Brown was
Executive Vice President of Equitable Capital Management Corporation. He has
over 19 years of investment experience.

The Fund's Board of Directors has approved, subject to approval by the Equity
Series shareholders, an agreement (the "New Agreement") with respect to the
Equity Series of the Fund between Lord Abbett and Dunedin Fund Managers Limited
(the "Sub-Adviser"), under which the Sub-Adviser provides Lord Abbett with
advice with respect to that portion of the Equity Series' assets invested in
countries other than the United States (the "foreign assets"). The New Agreement
replaces the agreement (the "Prior Agreement") between Lord Abbett and the
Sub-Adviser under which the Sub-Adviser provided Lord Abbett with advice with
respect to the foreign assets of both Series. The Prior Agreement terminated on
March 19, 1996, when Edinburgh Fund Managers Group plc ("Edinburgh") purchased
100% of the outstanding voting stock of the sole stockholder of the Sub-Adviser.
The Fund's Board of Directors has determined that, in view of Lord Abbett's
anticipated capability with respect to foreign debt investments, a sub-adviser
is no longer desirable with respect to the Income Series, and so Lord Abbett
will continue as the investment manager of the Income Series under the
Management Agreement referred to below without the assistance of a sub-adviser.
The New Agreement, which is subject to the approval of the Equity Series
shareholders at a meeting to be held on June 19, 1996, contains the same terms
and provides for payment of a sub-advisory fee on the same basis (one-half of
the fee paid to Lord Abbett) with respect to the Equity Series as contained and
provided for in the Prior Agreement. The acquisition of the Sub-Adviser by
Edinburgh created a major fund management group based in Scotland, with assets
under management valued at approximately $12 billion. Edinburgh has advised Lord
Abbett and the Fund that it currently anticipates that all of the Sub-Adviser's
officers and employees will continue in their present capacities and will
continue to provide sub-investment services to Lord Abbett with respect to the
Equity Series with no material changes in operating personnel, except that the
Sub-Adviser has advised the Fund that it will now have access to the resources
of the Edinburgh group, which will have some 50 investment professionals,
representing an enlarged fund management capability. The Sub-Adviser and its
parent holding company, DFM Holdings Limited, are located at Donaldson House, 97
Haymarket Terrace, Edinburgh, Scotland. The Sub-Adviser furnishes Lord Abbett
with advice and recommendations with respect to the foreign assets, including
advice on the allocation of investments among foreign securities markets and
foreign equity and debt securities and, subject to consultation with Lord
Abbett, advice as to cash holdings and what securities in the portfolios of
foreign assets should be purchased, held or disposed of. The Sub-Adviser also
gives advice with respect to foreign currency matters.

Subject to the direction of the Board of Directors, Lord Abbett, in consultation
with the Sub-Adviser, will determine at least quarterly, and more frequently as
Lord Abbett determines, the percentage of the assets of the Equity Series that
shall be allocated (the "Asset Allocation") for investment in the United States
and in foreign markets, respectively.

Under the Management Agreement, the Fund is obligated to pay Lord Abbett a
monthly fee based on average daily net assets for each month at annual rates of
.75 of 1% for the Equity Series and .50 of 1% for the Income Series. For the
fiscal year ended December 31, 1995, Lord Abbett paid the Sub-Adviser under the
Prior Agreement a monthly fee equal to one-half of Lord Abbett's fee as
described above. For the fiscal year ended December 31, 1995, the fees paid to
Lord Abbett as a percentage of average daily net assets for the Equity and
Income Series were at the annual rate of .75 of 1% and .50 of 1%, respectively.
In addition, the Fund pays all expenses not expressly assumed by Lord Abbett.
The ratios of expenses, including management fee expenses, to average net assets
for the year ended December 31, 1995 were 1.63% and 1.04%, respectively, for the
Equity and Income Series.

Each Series is contingently obligated to repay Lord Abbett for any fees and
expenses assumed by Lord Abbett to the extent that such repayments would not in
any year, when added to expenses actually incurred in that year, increase the
expense ratio above 1.5%, in the case of the Equity Series, or 1.3%, in the case
of the Income Series. While the Income Series has repaid its contingent
obligation to Lord Abbett, the entire amount of the contingent repayment
obligation remains outstanding for the Equity Series ($283,550 as of December
31, 1995). See the Statement of Additional Information.

8 DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Net investment income is paid to Equity and Income Series' shareholders
semi-annually and monthly, respectively, as a dividend. Dividends may be taken
in cash or reinvested in additional shares at net asset value without a sales
charge. If you elect a cash payment (i) a check will be mailed to you as soon as
possible after the monthly reinvestment date or (ii) if you arrange for direct
deposit, your payment will be wired directly to your bank account within one day
after the date on which the dividend is paid.

A long-term capital gains distribution is made by a Series when it has net
profits during the year from sales of securities which a Series has held more
than one year. If a Series realizes net short-term capital gains, they also will
be distributed. Any capital gains distribution will be paid in December. You may
take the distribution in cash or reinvest it in additional shares at net asset
value without a sales charge.

Distributions (taxed as ordinary income) from gains attributable to changes in
exchange rates of foreign currencies will automatically be reinvested in
additional Series shares at net asset value unless a shareholder elects to take
capital gains distributions in cash.

Supplemental dividends and distributions also may be paid in December or
January. Dividends and distributions declared in October, November or December
of any year to shareholders of record as of a date in such a month will be
treated for federal income tax purposes as having been received by shareholders
in that year if they are paid before February 1 of the following year.

We intend to continue to meet the requirements of Subchapter M of the Internal
Revenue Code with respect to each Series. We will try to distribute to
shareholders all our net investment income and net realized capital gains so as
to avoid the necessity of the Fund paying federal income tax.

<PAGE>

Shareholders, however, must report dividends and capital gains distributions as
taxable income. Distributions derived from net long-term capital gains which are
designated by a Series as "capital gains dividends" will be taxable to
shareholders as long-term capital gains, whether received in cash or shares,
regardless of how long a taxpayer held the shares. Under current law, net
long-term capital gains are taxed at the rates applicable to ordinary income,
except that the maximum rate for long-term capital gains for individuals is 28%.
Legislation pending in Congress as of the date of this Prospectus, would have
the effect of reducing the federal income tax rate on capital gains. See
"Performance" for a discussion of the Income Series' purchase of high-coupon
securities at a premium and the distributions to shareholders as ordinary income
of all interest income on those securities. This practice increases current
income of the Income Series, but may result in higher taxable income to the
Income Series shareholders than other portfolio management practices.

A Series may be subject to foreign withholding taxes which would reduce the
yield on its investments. Tax treaties between certain countries and the United
States may reduce or eliminate such taxes. Shareholders who are subject to
United States federal income tax may be entitled, subject to certain rules and
limitations, to claim a federal income tax credit or deduction for foreign
income taxes paid by a Series. See the Statement of Additional Information for
additional details.

Shareholders may be subject to a $50 penalty under the Internal Revenue Code and
we may be required to withhold and remit to the U.S. Treasury a portion (31%) of
any redemption or repurchase proceeds (including the value of shares exchanged
to another Lord Abbett-sponsored fund) and of any dividend or distribution on
any account where the payee (shareholder) failed to provide a correct taxpayer
identification number or to make certain required certifications.

The Fund will inform shareholders of the federal tax status of each dividend and
distribution shortly after the end of each calendar year. Shareholders should
consult their tax advisers concerning applicable state and local taxes as well
as on the tax consequences of gains or losses from the redemption or exchange of
our shares.

9 REDEMPTIONS

To obtain the proceeds of an expedited redemption of $50,000 or less, you or
your representative with proper identification can telephone the Fund. The Fund
will not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine and will employ reasonable procedures to
confirm that instructions received are genuine, including requesting proper
identification, recording all telephone redemptions and mailing the proceeds
only to the named shareholder at the address appearing on the account
registration.

If you do not qualify for the procedures described above, to redeem shares
directly, send your request to Lord Abbett Global Fund, Inc. (P.O. Box 419100,
Kansas City, Missouri 64141) with signature(s) and any legal capacity of the
signer(s) guaranteed by an eligible guarantor, accompanied by any certificates
for shares to be redeemed and other required documentation. We will make payment
of the net asset value of the shares on the date the redemption order was
received in proper form. Payment will be made within three days. The Fund may
suspend the right to redeem shares for not more than seven days (or longer under
unusual circumstances as permitted by federal law). If you have purchased Fund
shares by check and subsequently submit a redemption request, redemption
proceeds will be paid upon clearance of your purchase check, which may take up
to 15 days. To avoid delays you may arrange for the bank upon which a check was
drawn to communicate to the Fund that the check has cleared. Shares also may be
redeemed by the Fund at net asset value through your securities dealer who, as
an unaffiliated dealer, may charge you a fee. If your dealer receives your order
prior to the close of the NYSE and communicates it to Lord Abbett, as our agent,
prior to the close of Lord Abbett's business day, you will receive the net asset
value of the shares being redeemed as of the close of the NYSE on that day. If
the dealer does not communicate such an order to Lord Abbett until the next
business day, you will receive the net asset value as of the close of the NYSE
on that next business day.

Shareholders who have redeemed their shares have a one-time right to reinvest
into another account having the identical registration, in any of the Eligible
Funds, at the then applicable net asset value of the shares being purchased
without the payment of a sales charge. Such reinvestment

<PAGE>

must be made within 60 days of the redemption and is limited to no more than the
dollar amount of the redemption proceeds.

Under certain circumstances and subject to prior written notice, the Fund's
Board of Directors may authorize redemption of all of the shares in any account
in which there are fewer than 25 shares.

Tax-Qualified Plans: For redemptions of $50,000 or less follow normal redemption
procedures. Redemptions over $50,000 must be in writing from the employer,
broker or plan administrator stating the reason for the redemption. The reason
for the redemption must be received by the Fund prior to, or concurrent with,
the redemption request.

10 PERFORMANCE

The Lord Abbett Global Fund's Equity Series ended fiscal 1995 on December 31
with a per-share net asset value of $11.96 versus $11.07 one year ago (after
adjustment for a $.48 capital gains distribution). Based on these distributions,
the total return for 1995 was 9.20%.

During the first half of 1995, the Equity Series maintained its largest
commitment to the North American market while reducing exposure to Asia. At
mid-year, superior relative performance in North America and current valuations
favored a reversal of that policy. The Americas component of the

Equity Series was reduced, while the Pacific Rim was moved up from 24% to 46% of
the Equity Series' assets.

The Income Series ended fiscal 1995 on December 31 with a per-share net asset
value of $8.58 versus $7.98 one year ago. Based on this net asset value and the
monthly dividend of $.055 per share, annualized, the Series' distribution rate
was 7.7%; based on the December 31 maximum offering price of $9.01, this rate
was 7.3%. The Series' total return was 17.9% for the fiscal year.

1995 was characterized by slowing economic growth and lower interest rates in
the U.S., which gave way to similar conditions abroad. Globally, inflation also
remained at low, favorable levels. In the first half of the year, when the
dollar was weak, the Income Series benefited from its foreign exposure. However,
by August, the dollar began to appreciate relative to the yen. As we anticipated
the dollar would also gain strength against other currencies (such as the German
mark and the French franc) we acted defensively by hedging our exposure to these
currencies and reducing our long-term holdings in Japan. In addition, we
increased our weighting in countries with higher yielding securities, such as
Italy and Spain.

YIELD AND TOTAL RETURN. Yield and total return data may, from time to time, be
included in advertisements about the Fund. "Yield" is calculated by dividing a
Series' annualized net investment income per share during a recent 30-day period
by the maximum public offering price per share on the last day of that period.
The Fund's yield reflects the deduction of the maximum initial sales charge and
reinvestment of all income dividends and capital gains distributions. "Total
return" for the one-, five- and life-of-fund periods represents the average
annual compounded rate of return on an investment of $1,000 in a Series at the
maximum public offering price. Total return also may be presented for other
periods or based on investment at reduced sales charge levels or net asset
value. Any quotation of total return not reflecting the maximum initial sales
charge would be reduced if such sales charge were used. Quotations of yield or
total return for any period when an expense limitation is in effect will be
greater than if the limitation had not been in effect.

The Income Series' dividend distribution rate differs from its SEC yield
primarily because the Income Series may purchase short- and intermediate-term
high-coupon securities at a premium and, consistent with applicable tax
regulations, distribute to shareholders all of the interest income on these
securities without amortizing the premiums. This practice also is used by the
Income Series for financial statement purposes and is in accordance with
generally accepted accounting principles. In other words, the Income Series may
pay more than face value for a security that pays a greater-than-market rate of
interest and then distribute all such interest as dividends. The principal
payable on the security at maturity will equal the security's face value, and so
the market value of the security will gradually decrease to face value, assuming
no changes in the market

<PAGE>

rate of interest or in the credit quality of the issuer. Shareholders of the
Income Series should recognize that such dividends will, therefore, tend to
decrease the net asset value per share. Dividends paid from this interest income
are taxable to shareholders of the Income Series at ordinary income tax rates.

The Income Series may make distributions in excess of net investment income from
time to time to provide more stable dividends. Such distributions could cause
slight decreases in net asset values over time, but historically have not
resulted in a return of capital for tax purposes.

See "Past Performance" in the Statement of Additional Information for a more
detailed discussion concerning the computation of each Series' total return and
yield.

This Prospectus does not constitute an offering in any jurisdiction in which
such offer is not authorized or in which the person making such offer is not
qualified to do so or to anyone to whom it is unlawful to make such offer.

No person is authorized to give any information or to make any representations
not contained in this Prospectus, or in supplemental sales material authorized
by the Fund and no person is entitled to rely upon any information or
representation not contained herein or therein.
<PAGE>

Comparison of change in value of a $10,000 investment in Lord Abbett Global Fund
EquitySeries, assuming reinvestment of all dividends and distributions, and the
Morgan Stanley World Index.
<TABLE>
<CAPTION>

FUND FUND
AT AT MORGAN
NET MAXIMUM STANLEY
ASSET OFFERING WORLD
DATE VALUE PRICE INDEX
---- ------ -------- ----------
<S> <C> <C> <C>
09-30-88 $10,000 $10,000
12-31-88 10,437 $ 9,837 11,143
12-31-89 12,288 11,582 13,059
12-31-90 10,798 10,178 10,901
12-31-91 12,392 11,681 12,969
12-31-92 12,178 11,478 12,365
12-31-93 15,351 14,469 15,225
12-31-94 15,337 14,456 16,075
12-31-95 16,747 15,785 19,501

<FN>
(1)Data reflects the deduction of the maximum sales charge of 5.75%.
(2)Performance numbers for the unmanaged Morgan Stanley World Index do not
reflect transaction costs or management fees. An investor cannot invest
directly in the Index.
(3)Total return is the percent change in value, after deduction of the maximum
sales charge of 5.75%, with all dividends and distributions reinvested for
the periods shown ending December 31, 1995 using the SEC-required uniform
method to compute such return.
</FN>
</TABLE>

Comparison of change in value of a $10,000 investment in Lord Abbett Global Fund
Income Series, assuming reinvestment of all dividends and distributions, and the
J.P. Morgan Global Government Bond Index.
<TABLE>
<CAPTION>

FUND FUND J.P.
AT AT MORGAN
NET MAXIMUM GLOBAL
ASSET OFFERING GOV'T BOND
DATE VALUE PRICE INDEX
---- ------ -------- ----------
<S> <C> <C> <C>

09-30-88 $10,000 $10,000
12-31-88 10,141 $ 9,659 10,422
12-31-89 11,214 10,682 11,132
12-31-90 12,546 11,950 12,442
12-31-91 14,344 13,662 14,363
12-31-92 15,169 14,449 15,016
12-31-93 16,806 16,007 16,075
12-31-94 16,235 15,463 17,074
12-31-95 19,134 18,224 19,547

<FN>

(1)Data reflects the deduction of the maximum sales charge of 4.75%.
(2)Performance numbers for the unmanaged J.P. Morgan Global Government Bond
Index do not reflect transaction costs or management fees. An investor cannot
invest directly in the Index.
(3)Total return is the percent change in value, after deduction of the maximum
sales charge of 4.75%, with all dividends and distributions reinvested for
the periods shown ending December 31, 1995 using the SEC-required uniform
method to compute such return.

</FN>
</TABLE>

<PAGE>

Underwriter and Investment Manager
Lord, Abbett & Co.
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800

Custodian
The Bank of New York
48 Wall Street
New York, New York 10286

Transfer Agent and Dividend
Disbursing Agent
United Missouri Bank of Kansas City, N.A.
Tenth and Grand
Kansas City, Missouri 64141

Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419100
Kansas City, Missouri 64141
800-821-5129

Auditors
Deloitte & Touche llp

Counsel
Debevoise & Plimpton

LORD ABBETT

Statement of Additional Information May 1, 1996

Lord Abbett
Global Fund, Inc.

This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from your securities dealer or from Lord, Abbett & Co. at The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. This
Statement relates to, and should be read in conjunction with, the Prospectus
dated May 1, 1996.

The Fund was incorporated under Maryland law on February 23, 1988. The Fund's
Board of Directors has authority to classify its shares of common stock into
separate Series without further action by shareholders. To date, 100,000,000
shares of the Equity Series and 100,000,000 shares of the Income Series have
been designated by the Board of Directors. Although no present plans exist,
further series may be added in the future. The Investment Company Act of 1940
(the "Act") requires that where more than one series exists, each series must be
preferred over all other series with respect to assets specifically allocated to
such series. Unless otherwise stated, use of the word Fund in this Statement of
Additional Information will mean both Series.

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, such as the Fund,
shall not be deemed to have been effectively acted upon unless approved by the
holders of a majority of the outstanding shares of each Series affected by such
matter. Rule 18f-2 further provides that a Series shall be deemed to be affected
by a matter unless the interests of each Series in the matter are identical or
the matter does not affect any interest of such Series. However, the Rule
exempts from these separate voting requirements the selection of independent
public accountants, the approval of principal distributing contracts and the
election of directors.

Shareholder inquiries should be made by writing directly to the Fund or by
calling 800-821-5129. In addition, you can make inquiries through your dealer.

TABLE OF CONTENTS Page

1. Investment Objectives and Policies 2

2. Directors and Officers 6

3. Investment Advisory and Other Services 8

4. Portfolio Transactions 10

5. Purchases, Redemptions
and Shareholder Services 11

6. Past Performance 16

7. Taxes 17

8. Information About the Fund 18

9. Financial Statements 18

10. Appendix 19

<PAGE>

Investment Objectives and Policies

The Fund's investment objectives and policies are described in the Prospectus
under "Investment Objectives and Policies." In addition to those investment
objectives, each Series is subject to the following investment restrictions
which cannot be changed without approval of a majority of the outstanding shares
of such Series. Neither Series may: (1) sell short securities or buy securities
or evidences of interests therein on margin, although it may obtain short-term
credit necessary for the clearance of purchases of securities; (2) buy or sell
put or call options, although it may buy, hold or sell rights or warrants,
utilize various foreign currency hedging techniques, and it may write covered
call options and enter into closing purchase transactions as discussed below;
(3) borrow money except as a temporary measure for extraordinary or emergency
purposes, and then not in excess of 5% of its net assets at the time of
borrowing; (4) invest knowingly in securities or other assets not readily
marketable at the time of purchase or subject to legal or contractual
restrictions on resale except as described under "Restricted or Not Readily
Marketable Securities" below; (5) act as underwriter of securities issued by
others, unless it is deemed to be one in selling a portfolio security requiring
registration under the Securities Act of 1933, such as those described under
"Restricted or Not Readily Marketable Securities" below; (6) lend money or
securities to any person except that it may enter into short-term repurchase
agreements with sellers of securities it has purchased, and it may lend its
portfolio securities to registered broker-dealers where the loan is 100% secured
by cash or its equivalent as long as it complies with regulatory requirements
and the Fund deems such loans not to expose the Series to significant risk
(investment in repurchase agreements exceeding 7 days and in other illiquid
investments is limited to a maximum of 5% of a Series' assets); (7) pledge,
mortgage or hypothecate its assets; however, this provision does not apply to
permitted borrowing mentioned above or to the grant of escrow receipts or the
entry into other similar escrow arrangements arising out of the writing of
covered call options; (8) buy or sell real estate including limited partnership
interests therein (except securities of companies, such as real estate
investment trusts, that deal in real estate or interests therein), or oil, gas
or other mineral leases, commodities or commodity contracts in the ordinary
course of its business, except such interests and other property acquired as a
result of owning other securities, though securities will not be purchased in
order to acquire any of these interests; (9) invest more than 5% of its gross
assets, taken at market value at the time of investment, in companies (including
their predecessors) with less than three years' continuous operation; (10) buy
securities if the purchase would then cause a Series to have more than 5% of its
gross assets at market value at the time of purchase, invested in securities of
any one issuer, except (i) securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities which may be purchased in any
amounts and (ii) securities issued or guaranteed by foreign governments, their
agencies or instrumentalities which securities (apart from those of any issuer
totalling 5% or less of the Series' gross assets at market value at the time of
purchase) cannot aggregate more than 25% of the Series' gross assets at market
value at the time of purchase; (11) buy voting securities if the purchase would
then cause a Series to own more than 10% of the outstanding voting stock of any
one issuer; (12) own securities in a company when any of its officers, directors
or security holders is an officer or director of the Fund or an officer,
director or partner of our investment manager or Sub-Adviser, if after the
purchase any of such persons owns beneficially more than 1/2 of 1% of such
securities and such persons together own more than 5% of such securities; (13)
concentrate its investments in any particular industry, but if deemed
appropriate for attainment of its investment objective, up to 25% of its gross
assets (at market value at the time of investment) may be invested in any one
industry classification we use for investment purposes; or (14) buy securities
from or sell them to our officers, directors, or employees, or to our investment
adviser or Sub-Adviser or to their partners, directors and employees, other than
capital stock of the Fund.

The Board of Directors has approved, subject to shareholder approval at a
meeting to be held June 19, 1996, various amendments to the investment
restrictions described above in order to provide greater uniformity among the
Lord Abbett-sponsored Funds and greater flexibility in the future management of
the Series' portfolios. The principal effect of the proposed amendments will be
to permit each Series to take certain actions not now permitted to it without
obtaining additional shareholder approval. The Board of Directors has no present
intention of approving any such action.

Other Investments. Except for the Fund's investment objectives as described in
the Prospectus and the Fund's investment restrictions described above in this
Statement of Additional Information, both under the same heading "Investment
Objectives and Policies," all of the Fund's investment policies and
restrictions, including those described below under this heading applicable to
each Series, can be changed without the approval of a majority of the
outstanding shares of the affected Series.

Portfolio Turnover Rate

For the years ended December 31, 1995 and 1994 our portfolio turnover rates were
83.32% and 75.39%, respectively, for the Equity Series and 1,073.69% and
1,230.20%, respectively, for the Income Series.

Foreign Currency Hedging Techniques

The Fund may utilize various foreign currency hedging techniques described
below, including forward foreign currency contracts and foreign currency put and
call options.

Forward Foreign Currency Contracts. A forward foreign currency contract involves
an obligation to purchase or sell a specific amount of a specific currency at a
set price at a future date. The Fund expects to enter into forward foreign
currency contracts in primarily two circumstances. First, when the Fund enters
into a contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security. By
entering into a forward contract for the purchase or sale of the amount of
foreign currency involved in the underlying security transaction, the Fund will
be able to protect against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period between the date the security is purchased or sold and the date on
which payment is made or received.

Second, when management believes that the currency of a particular foreign
country may suffer a decline against the U.S. dollar, the Fund may enter into a
forward contract to sell the amount of foreign currency approximating the value
of some or all of the Fund's portfolio securities denominated in such foreign
currency or, in the alternative, the Fund may use a cross-hedging technique
whereby it sells another currency which the Fund expects to decline in a similar
way but which has a lower transaction cost. Precise matching of the forward
contract amount and the value of the securities involved will not generally be
possible since the future value of such securities denominated 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. The Fund does not intend to enter into such forward contracts
under this second circumstance on a continuous basis.

Foreign Currency Put and Call Options. The Fund may also purchase foreign
currency put options and write foreign currency call options on U.S. exchanges
or U.S. over-the-counter markets. A put option gives the Fund, upon payment of a
premium, the right to sell a currency at the exercise price until the expiration
of the option and serves to insure against adverse currency price movements in
the underlying portfolio assets denominated in that currency.

Exchange-listed options markets in the United States include several major
currencies, and trading may be thin and illiquid. A number of major investment
firms trade unlisted options which are more flexible than exchange-listed
options with respect to strike price and maturity date. Unlisted options
generally are available in a wider range of currencies, including those of most
of the developed countries mentioned under "Investment Objectives and Policies"
in the Prospectus. Unlisted foreign currency options are generally less liquid
than listed options and involve the credit risk associated with the individual
issuer. Unlisted options are subject to a limit of 5% of each Series' net assets
illiquid securities.

A call option written by the Fund gives the purchaser, upon payment of a
premium, the right to purchase from the Fund a currency at the exercise price
until the expiration of the option. The Fund may write a call option on a
foreign currency only in conjunction with a purchase of a put option on that
currency. Such a strategy is designed to reduce the cost of downside currency
protection by limiting currency appreciation potential. The face value of such
writing may not exceed 90% of the value of the securities denominated in such
currency invested in by the Fund or in such cross currency (referred to above)
to cover such call writing.

Investment Techniques

The Fund intends to utilize, from time to time, one or more of the investment
techniques described below, including covered call options, rights and warrants
and repurchase agreements. It is the Fund's current intention that no more than
5% of each Series' net assets will be at risk in the use of any one of such
investment techniques. While some of these techniques involve risk when utilized
independently, the Fund intends to use them to reduce risk and volatility in its
portfolios.

Covered Call Options. Each Series may write call options on securities it owns
(covered "call options"), provided that the securities held to cover such call
options do not represent more than 5% of a Series' net assets. A call option on
stock gives the purchaser of the option, upon payment of a premium to the writer
of the option, the right to call upon the writer to deliver a specified number
of shares of a stock on or before a fixed date at a predetermined price.

The writing of call options will, therefore, involve a potential loss of
opportunity to sell securities at higher prices. In exchange for the premium
received. The writer of a fully collateralized call option gives up the gain
possibility of the underlying stock beyond the call price and continues to have
the downside risk of such securities. In addition, in exchange for the premium
received, the writer of the call gives up the gain possibility of the stock
appreciating above the call price. While an option that has been written is in
force, the maximum profit that may be derived from the optioned stock is the sum
of the premium less brokerage commissions and fees plus the difference between
the strike price of the call and the market price of the underlying security.

Each Series will not use call options on individual equity securities traded on
foreign securities markets.

The Fund's custodian will segregate cash or liquid high-grade debt securities in
an amount not less than that required by SEC Release 10666 with respect to each
Series' assets committed to (a) forward foreign currency contracts and (b) cross
hedges. If the value of the segregated securities declines, additional cash or
debt securities will be added on a daily basis (i.e., marked to market) so that
the segregated amount will not be less than the amount of the Series'
commitments with respect to such forward contracts and cross hedges.

Rights and Warrants. Each Series may invest in rights and warrants to purchase
securities. Included within that amount, but not to exceed 2% of the value of
the Series' net assets, may be warrants which are not listed on the New York
Stock Exchange ("NYSE") or American Stock Exchange.

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, as the case may be.
Warrants represent the privilege to purchase securities at a stipulated price
and are usually valid for several years. Rights and warrants generally do not
entitle a holder to dividends or voting rights with respect to the underlying
securities, nor do they represent any rights in the assets of the issuing
company.

Also, the value of a right or warrant may not necessarily change with the value
of the underlying securities and rights and warrants cease to have value if they
are not exercised prior to their expiration date.

Repurchase Agreements. Each Series may enter into repurchase agreements with
respect to a security. A repurchase agreement is a transaction by which the
Series acquires a security 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 which is unrelated to the coupon rate or
date of maturity of the purchased security. In this type of transaction, the
securities purchased by the Series have a total value in excess of the value of
the repurchase agreement. Each Series requires at all times that the repurchase
agreement be collateralized by cash or U.S. Government securities having a value
equal to, or in excess of, the value of the repurchase agreement. Such
agreements permit the each Series to keep all of its assets at work while
retaining flexibility in pursuit of investments of a longer-term nature.

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 Series
may incur a loss upon their disposition. If the seller of the agreement becomes
insolvent and subject to liquidation or reorganization under the Bankruptcy Code
or other laws, a bankruptcy court may determine that the underlying securities
are collateral not within the control of the Series and are therefore subject to
sale by the trustee in bankruptcy. Even though the repurchase agreements may
have maturities of seven days or less, they may lack liquidity, especially if
the issuer encounters financial difficulties. While the Series acknowledges
these risks, it is expected that they can be controlled through stringent
selection criteria and careful monitoring procedures. Each Series intends to
limit repurchase agreements to transactions with dealers and financial
institutions believed by the Series to present minimal credit risks. Each Series
will monitor creditworthiness of the repurchase agreement sellers on an ongoing
basis.

Restricted or Not Readily Marketable Securities

No more than 5% of the value of each Series may be invested in securities with
legal or contractual restrictions on resale (restricted securities), other than
repurchase agreements, and in securities which are not readily marketable
(including restricted securities, repurchase agreements with maturities of more
than seven days and over-the-counter options).

Lending Portfolio Securities

Each Series may lend its portfolio securities to registered broker-dealers.
These loans, if and when made, may not exceed 15% of each Series' total assets.
Each Series' lending of securities will be collateralized by cash or marketable
securities issued or guaranteed by the U.S. Government or its agencies ("U.S.
Government securities") or other permissible means. The cash or instruments
collateralizing each Series' lending of securities will be maintained at all
times in an amount at least equal to the current market value of the loaned
securities. From time to time, a Series may allow a part of the interest
received with respect to the investment of collateral to be paid to the borrower
and/or a third party that is not affiliated with the Series and is acting as a
"placing broker." No fee will be paid to affiliated persons of a Series.

By lending portfolio securities, a Series can increase its income by continuing
to receive interest on the loaned securities as well as by either investing the
cash collateral in permissible investments, such as U.S. Government securities,
or obtaining yield in the form of interest paid by a borrower when such U.S.
Government securities are used as collateral. Each Series will comply with the
following conditions whenever it lends securities: (i) the Series must receive
at least 100% collateral from the borrower; (ii) the borrower must increase the
collateral whenever the market value of the securities loaned rises above the
level of the collateral; (iii) the Series must be able to terminate the loan at
any time; (iv) the Series must receive reasonable compensation with respect to
the loan, as well as any dividends, interest or other distributions on the
loaned securities; (v) the Series may pay only reasonable fees in connection
with the loan; and (vi) voting rights on the loaned securities may pass to the
borrower, except that if a material event adversely affecting the investment in
the loaned securities occurs, the Fund's Board of Directors must terminate the
loan and regain the right to vote the securities.

INCOME SERIES ONLY

When-Issued Transactions

As stated in the Prospectus, the Income Series may purchase portfolio securities
on a when-issued basis. When-issued transactions involve a commitment by the
Income Series 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
the Income Series enters into a when-issued purchase, it becomes obligated to
purchase securities and it assumes all the rights and risks attendant to
ownership of a security, although settlement occurs at a later date. The value
of fixed-income securities to be delivered in the future will fluctuate as
interest rates vary. At the time the Income Series 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 net asset value. The Income Series generally has the ability to
close out a purchase obligation on or before the settlement date, rather than
take delivery of the security. Under no circumstances will settlement for such
securities take place more than 120 days after the purchase date.

2.
Directors and Officers

The following directors are partners of Lord, Abbett & Co., The General Motors
Building, 767 Fifth Avenue, New York, New York 10153-0203. They have been
associated with Lord Abbett for over five years and are also officers and/or
directors or trustees of the fifteen other Lord Abbett-sponsored funds. They are
"interested persons" as defined in the Act, and as such, may be considered to
have an indirect financial interest in the Rule 12b-1 Plan described in the
Prospectus.

Ronald P. Lynch, age 60, Chairman
Robert S. Dow, age 51, President
Thomas S. Henderson, age 64, Vice President

The following outside directors are also directors or trustees of the fifteen
other Lord Abbett-sponsored funds referred to above except for Lord Abbett
Research Fund, Inc., of which only Messrs. Millican and Neff are directors.

E. Thayer Bigelow
Time Warner Cable
300 First Stamford Place
Stamford, Connecticut

President and Chief Executive Officer of Time Warner Cable Programming, Inc.
Formerly President and Chief Operating Officer of Home Box Office, Inc.
Age 54.

Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois

Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 65.

John C. Jansing
162 S. Beach Road
Hobe Sound, Florida

Retired. Former Chairman of Independent Election Corporation of America, a
proxy tabulating firm. Age 70.

C. Alan MacDonald
The Marketing Partnership, Inc.
27 Signal Road
Stamford, Connecticut

General Partner, The Marketing Partnership, Inc., a full service marketing
consulting firm. Formerly Chairman and Chief Executive Officer of Lincoln
Snacks, Inc., manufacturer of branded snack foods (1992-1994). Formerly
President & Chief Executive Officer of Nestle Foods Corp, and prior to that,
President & Chief Executive Officer of Stouffer Foods Corp., both subsidiaries
of Nestle SA, Switzerland. Currently serves as Director of Den West Restaurant
Co., J. B. Williams, and Fountainhead Water Company. Age 62.

Hansel B. Millican, Jr.
Rochester Button Company
1100 Noblin Avenue
South Boston, Virginia

President and Chief Executive Officer of Rochester Button Company. Age 67.

Thomas J. Neff
Spencer Stuart & Associates
277 Park Avenue
New York, New York

President of Spencer Stuart & Associates, an executive search consulting firm.
Age 58.

The second column of the following table sets forth the compensation accrued for
the Fund's outside directors. The third and fourth columns set forth information
with respect to the retirement plan for outside directors maintained by the Lord
Abbett-sponsored funds. The fifth column sets forth the total compensation
payable by such funds to the outside directors. The first four columns give
information for the Fund's fiscal year ended December 31, 1995; the fifth column
gives information for the year ended December 31, 1995. No director of the Fund
associated with Lord Abbett and no officer of the Fund received any compensation
from the Fund for acting as a director or officer.

For the Fiscal Year Ended December 31, 1995
(1) (2) (3) (4) (5)
Pension or Estimated Annual For Year Ended
Retirement Benefits Benefits Upon December 31, 1995
Accrued as Expenses Retirement Accrued Total Compensation
by the Fund and by the Fund and Accrued by the Fund and
Aggregate Fifteen Other Lord Fifteen Other Lord Fifteen Other Lord
Compensation Abbett-sponsored Abbett-sponsored Abbett-sponsored
Name of Director from the Fund1 Funds2 Funds2 Funds3

<S> <C> <C> <C> <C>
E. Thayer Bigelow $1,174 $9,772 $33,600 $41,700

Stewart S. Dixon $1,206 $22,472 $33,600 $42,000

John C. Jansing $1,208 $28,480 $33,600 $42,960

C. Alan MacDonald $1,277 $27,435 $33,600 $42,750

Hansel B. Millican, Jr. $1,210 $24,707 $33,600 $43,000

Thomas J. Neff $1,182 $16,126 $33,600 $42,000
<FN>

1. Outside directors' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on net
assets of each fund. A portion of the fees payable by the Fund to its outside
directors are being deferred under a plan that deems the deferred amounts to
be invested in shares of the Fund for later distribution to the directors.
The total amount accrued under the plan for each outside director since the
beginning of his tenure with the Fund, including dividends reinvested and
changes in net asset value applicable to such deemed investments were as
follows as of December 31,1995: Mr. Bigelow, $1,530; Mr. Dixon, $5,796; Mr.
Jansing, $7,030 ; Mr. MacDonald, $5,760 ; Mr. Millican, $ 7,083 and Mr. Neff,
$7,021.

2. The retirement plan of the Lord Abbett-sponsored funds provides that outside
directors will receive an annual retirement benefit equal to 80% of their
final annual retainer following retirement at or after age 72 with at least
10 years of service. The plan also provides for a reduced benefit upon early
retirement under certain circumstances, a pre-retirement death benefit and
actuarially reduced joint-and-survivor spousal benefits. The amounts stated
would be payable annually under such retirement plan if the director were to
retire at age 72 and the annual retainer payable by such funds were the same
as it is today. The amounts accrued in column 3 by the Lord Abbett-sponsored
funds during the fiscal year ended December 31, 1995 are used to fund the
retirement benefits in column 4.

3. This column shows aggregate compensation, including director's fees and
attendance fees for board and committee meetings, of a nature referred to in
the first sentence of footnote one accrued by the Lord Abbett-sponsored funds
during the year ended December 31, 1995.
</FN>
</TABLE>

Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Allen, Carper, Cutler, Henderson, Morris, Nordberg and Walsh are partners of
Lord Abbett; the others are employees: Zane E. Brown, age 45, Executive Vice
President, E. Wayne Nordberg, age 59, Executive Vice President; Kenneth B.
Cutler, age 63, Vice President and Secretary; Stephen I. Allen, age 42; Daniel
E. Carper, age 44; Robert G. Morris, age 51, John J. Gargana, Jr., age 64; Paul
A. Hilstad, age 53 (with Lord Abbett since 1995 - formerly Senior Vice President
and General Counsel of American Capital Management & Research, Inc.); Thomas F.
Konop, age 54; Victor W. Pizzolato, age 63; John J. Walsh, age 59, Vice
Presidents; and Keith F. O'Connor, age 41, Treasurer.

The Fund's By-Laws provide that the Fund shall not hold an annual meeting of its
stockholders in any year unless one or more matters are required to be acted on
by stockholders under the Investment Company Act of 1940, as amended (the
"Act"), or unless called by a majority of the Board of Directors or by
stockholders holding at least one quarter of the stock of the Fund outstanding
and entitled to vote at the meeting. When any such annual meeting is held, the
stockholders will elect directors and vote on the approval of the independent
auditors of the Fund.

As of March 27, 1996, our officers and directors, as a group, owned less than
1.02% of our outstanding shares.

3.
Investment Advisory and Other Services

As described under "Our Management" in the Prospectus, Lord Abbett is the Fund's
investment manager. The nine general partners of Lord Abbett, all of whom are
officers and/or directors of the Fund, are: Stephen I. Allen, Daniel E. Carper,
Kenneth B. Cutler, Robert S. Dow, Thomas S. Henderson, Ronald P. Lynch, Robert
G. Morris, E. Wayne Nordberg and John J. Walsh. The address of each partner is
The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.

The services performed by Lord Abbett are described in the prospectus under "Our
Management" in the Prospectus. Under the Management Agreement, we pay Lord
Abbett a monthly fee, based on average daily net assets for each month, at the
annual rate of .75 of 1% for the Equity Series and .50 of 1% for the Income
Series. Notwithstanding the above, Lord Abbett may, but is not required to,
waive its fee or directly pay all or any portion of the expenses of either
Series not expressly assumed by Lord Abbett under the Management Agreement. Each
Series is contingently obligated through October 31, 1998 (or the earlier
termination of the Management Agreement) to repay its respective fees and
expenses voluntarily waived or paid by Lord Abbett to the extent such repayments
would not in any year, when added to expenses actually incurred in that year,
increase the expense ratio above 1.5%, in the case of the Equity Series, or
1.3%, in the case of the Income Series. The expense ratios for the Income Series
for fiscal 1994 and 1995 were 1.02% and 1.04%, respectively. All contingent
obligations have been repaid to Lord Abbett by the Income Series. The expense
ratios for the Equity Series were 1.56% and 1.63% during fiscal 1994 and 1995,
respectively. Accordingly, that Series did not have to make any repayment to
Lord Abbett and the entire amount of its contingent obligation, $283,550,
remains outstanding.

We pay all expenses not expressly assumed by Lord Abbett, including without
limitation 12b-1 expenses, outside directors' 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 preparing, printing and mailing stock
certificates and shareholder reports, expenses of registering our shares under
federal and state securities laws, expenses of preparing, printing and mailing
prospectuses to existing shareholders, insurance premiums, brokerage and other
expenses connected with executing portfolio transactions.

The State of California limits operating expenses (including management fees but
excluding taxes, interest, extraordinary expenses and brokerage commissions) to
2 1/2% of average annual net assets up to $30,000,000, 2% of the next
$70,000,000 of such assets and 1 1/2% of such assets in excess of $100,000,000.
This expense limitation is a condition of registration of investment company
shares in that state and has been modified pursuant to an order of the State
Securities Commissioner in its application to the Fund. The expense limitation
as modified applies so long as our shares are registered for sale in that state.

The Fund's Board of Directors has approved, subject to approval by the
shareholders of the Equity Series, a new Sub-Investment Management Agreement
(the "New Agreement") with respect to the Equity Series between Lord Abbett and
Dunedin Fund Managers Limited (the "Sub-Adviser"), under which the Sub-Adviser
provides Lord Abbett with advice with respect to that portion of the Equity
Series' assets invested in countries other than the United States, as more
particularly described in the Prospectus.

The Sub-Adviser, with offices located at Donaldson House, 97 Haymarket Terrace,
Edinburgh EH12 5HD Scotland, and its predecessors date back 123 years to 1873.
The Sub-Adviser is a subsidiary of Edinburgh Fund Managers Group plc, which
indirectly owns 100% of the Sub-Adviser's outstanding voting stock. The
Sub-Adviser provides international investment research and advisory services to
private and institutional clients, investment trusts, pension clients and unit
trusts both in the United Kingdom and overseas. The Sub-Adviser currently
manages about $8 billion, and its investment and administrative staffs have
substantial global investment management experience.

Securities held by either Series of the Fund may also be held by other funds or
investment advisory clients for which Lord Abbett or the Sub-Adviser (in the
case of the Equity Series) or their affiliates provide investment advice.
Because of different investment objectives or other factors, a particular
security may be bought for one or more funds or clients when one or more other
funds or clients are selling the same security. If opportunities for purchase or
sale of securities by Lord Abbett or the Sub-Adviser (in the case of the Equity
Series) for the Fund or for other funds or clients for which they render
investment advice arise for consideration at or about the same time,
transactions in such securities will be made insofar as feasible for the
respective funds or clients in a manner deemed equitable to all of them. To the
extent that transactions on behalf of more than one client of Lord Abbett, the
Sub-Adviser (in the case of the Equity Series) or their affiliates may increase
the demand for securities being purchased or the supply of securities being
sold, there may be an adverse effect on price.

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281 are
the independent public accountants of the Fund and must be approved at least
annually by our Board of Directors to continue in such capacity. They perform
audit services for the Fund including the examination of financial statements
included in our annual report to shareholders.

The Bank of New York ("BNY"), 40 Wall Street, New York, New York 10286, is the
Fund's custodian. Rules adopted by the Securities & Exchange Commission under
the Act permit the Fund to maintain its foreign assets in the custody of certain
eligible foreign banks and securities depositories. The Fund's portfolio
securities and cash, when invested in foreign securities and not held by BNY or
its foreign branches, are held by sub-custodians of BNY approved by the Board of
Directors of the Fund in accordance with such rules.

The Sub-Custodians of BNY are:

Euro-Clear (a transnational securities depository); Australia: ANZ Banking
Group; Austria: Creditanstalt-Bankverein; Canada: Canadian Imperial Bank of
Commerce; Chile: Citibank, N.A.; Czech Republic: Ceskoslovenska Obchodni Banka;
Denmark: Den Danske Bank; Finland: Union Bank of Finland; Germany: J.P. Morgan
GmbH; Greece: National Bank of Greece S.A.; Hong Kong, Indonesia, Philippines,
Taiwan and Thailand: Hong Kong & Shanghai Banking Corp.; Hungary: Citibank
Budapest Rt; India: Hong Kong and Shanghai Banking Corporation; Ireland: Allied
Irish Banks, PLC; Israel: Bank Leumi LE-Israel B.M.; Japan: The Fuji Bank, Ltd.;
Jordan: Citibank, N.A.; Korea: Bank of Seoul; Luxembourg: Banque Internationale
A Luxembourg, S.A.; Mexico: Citibank, N.A.; Morocco: Banque Commerciale du
Maroc; Netherlands: Bank van Haften Labouchere; New Zealand: Anz Banking Group
Ltd.; Norway: Den Norske Bank; Pakistan: Citibank, N.A.; Peru: Citibank, N.A.;
Poland: Bank Handlowy w Warszawie S.A.; Portugal: Banco Espirito Santo E
Comercial de Lisboa; Malaysia, Singapore: Development Bank of Singapore; South
Africa: The First National Bank of Southern Africa; Sri Lanka: Hongkong and
Shanghai Banking Corporation; Sweden: Skandinaviska Enskilda Banken;
Switzerland: Bank Leu; Turkey: Citibank, N.A.; Venezuela: Citibank, N.A.

4.
Portfolio Transactions

With respect to the Income Series, purchases and sales of portfolio securities
usually will be principal transactions and normally such securities will be
purchased directly from the issuer or from an underwriter or market maker for
the securities. Therefore, the Income Series usually will pay no brokerage
commissions for such purchases. Purchases from underwriters of portfolio
securities will include a commission or concession paid by the issuer to the
underwriter and purchases from dealers serving as market makers will include a
dealer's markup. Principal transactions, including riskless principal
transactions, are not afforded the protection of the safe harbor in Section 28
(e) of the Securities Exchange Act of 1934.

Our policy is to obtain best execution on all our portfolio transactions, which
means that we seek to have purchases and sales of portfolio securities executed
at the most favorable prices, considering all costs of the transaction including
dealer markups and markdowns and any brokerage commissions and taking into
account the full range and quality of the brokers' services. With respect to the
Equity Series, consistent with obtaining best execution, we may pay, as
described below, a higher commission than some brokers might charge on the same
transactions. Our policy with respect to best execution governs the selection of
brokers or dealers and the market in which the transaction is executed. To the
extent permitted by law, we may, if considered advantageous, make a purchase
from or sale to another Lord Abbett-sponsored fund without the intervention of
any broker-dealer.

Broker-dealers are selected on the basis of their professional capability and
the value and quality of their brokerage and research services. Normally, the
selection is made by traders who are officers of the Fund and also are employees
of Lord Abbett. These traders do the trading as well for other accounts --
investment companies (of which they are also officers) and other investment
clients -- managed by Lord Abbett. For foreign securities purchased or sold by
the Equity Series, the selection is made by the Sub-Adviser. They are
responsible for obtaining best execution.

In transactions on stock exchanges in the United States, commissions are
negotiated, whereas on many foreign stock exchanges commissions are fixed. In
the case of securities traded in the foreign and domestic over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup. Purchases from underwriters of newly-issued
securities for inclusion in the Fund's portfolios usually will include a
concession paid to the underwriter by the issuer and purchases from dealers
serving as market makers will include the spread between the bid and asked
prices. When commissions are negotiated, we pay a commission rate that we
believe is appropriate to give maximum assurance that our brokers will provide
us, on a continuing basis, the highest level of brokerage services available.
While we do not always seek the lowest possible commission on particular trades,
we believe that our commission rates are in line with the rates that many other
institutions pay. Our traders are authorized to pay brokerage commissions in
excess of those that other brokers might accept on the same transactions in
recognition of the value of the services performed by the executing brokers,
viewed in terms of either the particular transaction or the overall
responsibilities of Lord Abbett with respect to us and the other accounts they
manage. Such services include such factors as showing the Fund trading
opportunities including blocks, willingness and ability to take positions in
securities, knowledge of a particular security or market, proven ability to
handle a particular type of trade, confidential treatment, promptness and
reliability. Some of our brokers also provide research services at least some of
which are useful to Lord Abbett in their overall responsibilities with respect
to us and the other accounts they manage. Research includes, the furnishing of
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts and
trading equipment and computer software packages, acquired from third-part
suppliers, that enable Lord Abbett to access various information bases. Such
services may be used by Lord Abbett in servicing all their accounts, and not all
of such services will necessarily be used by Lord Abbett in connection with
their management of the Fund; conversely, such services furnished in connection
with brokerage of other accounts managed by Lord Abbett may be used in
connection with their management of the Fund, and not all of such services will
necessarily be used by Lord Abbett in connection with their advisory services to
such other accounts. The Fund has been advised by Lord Abbett that research
services received from brokers cannot be allocated to any particular account,
are not a substitute for Lord Abbett's services but are supplemental to their
own research effort and, when utilized, are subject to internal analysis before
being incorporated by Lord Abbett into their investment process. As a practical
matter, it would not be possible for Lord Abbett to generate all of the
information presently provided by brokers. While receipt of research services
from brokerage firms has not reduced Lord Abbett's normal research activities,
the expenses of Lord Abbett could be materially increased if it attempted to
generate such additional information through its own staff and purchased such
equipment and software packages directly from the suppliers.

No commitments are made regarding the allocation of brokerage business to or
among brokers, and trades are executed only when they are dictated by investment
decisions of the Fund to purchase or sell portfolio securities.

If two or more broker-dealers are considered capable of offering the equivalent
likelihood of best execution, the broker-dealer who has sold our shares and/or
shares of other Lord Abbett-sponsored funds may be preferred.

If other clients of Lord Abbett buy or sell the same security at the same time
as we do, transactions will, to the extent practicable, be allocated among all
participating accounts in proportion to the amount of each order and will be
executed daily until filled so that each account shares the average price and
commission cost of each day. Other clients who direct that their brokerage
business be placed with specific brokers or who invest through wrap accounts
introduced to Lord Abbett by certain brokers may not participate with us in the
buying and selling of the same securities as described above. If these clients
wish to buy or sell the same security as we do, they may have their transactions
executed at times different from our transactions and thus may not receive the
same price or incur the same commission cost as we do.

We will not seek "reciprocal" dealer business (for the purpose of applying
commissions in whole or in part for our benefit or otherwise) from dealers as
consideration for the direction to them of portfolio business.

During the fiscal years ended December 31, 1995, 1994 and 1993, the Fund paid
total commissions to independent broker-dealers of $337,151, $392,126 and
$414,077, respectively.

5.
Purchases, Redemptions
and Shareholder Services

The Fund values its portfolio securities at their market values 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
are valued at the last sales price on the principal securities exchange on which
such securities are traded, or, if there is no sale on that day, at the mean
between the last bid and asked prices, or, in the case of bonds, in the
over-the-counter market if, in the judgment of the Fund's officers, that market
more accurately reflects the market value of the bonds. Over-the-counter
securities that are not traded on the NASDAQ National Market System are valued
at the mean between the last bid and asked price. Securities for which market
quotations are not available are valued at fair market value under procedures
approved by the Board of Directors.

Information concerning how each Series values its shares for the purchase and
redemption or repurchase of its shares is briefly described in the Prospectus
under "Purchases" and "Redemptions", respectively.

As disclosed in the Prospectus, each Series calculates its net asset value and
is otherwise open for business on each day that the NYSE is open for trading.
The NYSE is closed on Saturdays and Sundays and the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.

All assets and liabilities expressed in foreign currencies will be converted
into United States dollars at the mean between the buying and selling rates of
such currencies against United States dollars last quoted by any major bank. If
such quotations are not available, the rate of exchange will be determined in
accordance with policies established by the Board of Directors of the Fund. The
Board of Directors will monitor, on an ongoing basis, the Fund's method of
valuation.

Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed well before the close of business
on each business day in New York. In addition, European or Far Eastern
securities trading generally or in a particular country or countries may not
take place on all business days in New York. Furthermore, trading takes place in
various foreign markets on days which are not business days in New York and on
which the Series' net asset values are not calculated. Such calculation does not
take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. Events affecting
the values of portfolio securities that occur between the time their prices are
determined and the close of the NYSE will not be reflected in the Series'
calculation of net asset values unless the Fund's Directors determine that the
particular event would materially affect net asset value, in which case an
adjustment will be made.

The maximum offering prices of each Series' shares on December 31, 1995 were
computed as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
Equity Income
Series Series

Net asset value per share (net assets
divided by shares outstanding)........................................$11.96 $8.58

Maximum offering price per
share (net asset value divided by .9425 and .9525,
respectively).................................................... $12.69 $9.01
</TABLE>

The Fund has entered into a distribution agreement with Lord Abbett under which
Lord Abbett is obligated to use its best efforts to find purchasers for the
shares of the Fund and to make reasonable efforts to sell Fund shares, so long
as, in Lord Abbett's judgment, a substantial distribution can be obtained by
reasonable efforts.

For the last three fiscal years Lord Abbett, as the Fund's principal
underwriter, received net commissions after allowance of a portion of the sales
charge to independent dealers as follows:

Equity Series
Year Ended December 31,

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Gross sales charge $266,247 $540,318 $847,572

Amount allowed
to dealers $245,921 $465,423 $731,682
------- -------- --------

Net commissions
received by
Lord Abbett $20,326 $ 74,895 $115,890
======== ======= =======

</TABLE>

<PAGE>

Income Series
Year Ended December 31,

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Gross sales charge $308,511 $1,577,686 $5,648,094

Amount allowed
to dealers $265,179 $1,357,207 $4,826,957
-------- ---------- ----------

Net commissions
received by
Lord Abbett $43,332 $ 220,479 $ 821,137
====== ========= ==========
</TABLE>

As described in the Prospectus, the Fund has adopted a Distribution Plan and
Agreement (the "Plan") pursuant to Rule 12b-1 of the Act. In adopting the Plan
and in approving its continuance, the Board of Directors has concluded that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders. The expected benefits include greater sales and lower redemptions
of Fund shares, which should allow the Fund to maintain a consistent cash flow,
and a higher quality of service to shareholders by dealers than would otherwise
be the case. During the last fiscal year, the Fund accrued or paid through Lord
Abbett to dealers $215,186 for the Equity Series and $604,324 for the Income
Series under the Plan. Lord Abbett uses all amounts received under the Plan for
payments to dealers for (i) providing continuous services to the Fund's
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 Fund.

The Plan requires the Board of Directors to review, on a quarterly basis,
written reports of all amounts expended pursuant to the Plan and the purpose for
which such expenditures were made. The Plan shall continue in effect only if its
continuance is specifically approved at least annually by vote of the Fund's
Board of Directors and of the Fund's directors who are not interested persons of
the Fund and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements related to the Plan ("outside directors"), cast
in person at a meeting called for the purpose of voting on such Plan and
agreements. The Plan may not be amended to increase materially the amount spent
for distribution expenses without approval by a majority of the Fund's
outstanding voting securities and the approval of a majority of the directors,
including a majority of the Fund's outside directors. The Plan may be terminated
at any time by vote of a majority of the Fund's outside directors or by vote of
a majority of the Fund's outstanding voting securities.

As stated in the Prospectus, a 1% contingent deferred reimbursement charge
("CDRC") is imposed with respect to those shares (or shares of another Lord
Abbett-sponsored fund or series acquired through exchange of such shares) on
which the Fund has paid the one-time 1% 12b-1 sales distribution fee if such
shares are redeemed out of the Lord Abbett-sponsored family of funds within a
period of 24 months from the end of the month in which the original sale
occurred.

As stated in the Prospectus, the Board of Directors of the Fund has approved,
subject to shareholder approval at a meeting to be held June 19, 1996, a new
Rule 12b-1 plan.

No CDRC is payable on redemptions by tax qualified plans under section 401 of
the Internal Revenue Code for benefit payments due to plan loans, hardship
withdrawals, death, retirement or separation from service with respect to plan
participants. The CDRC is received by the Fund and is intended to reimburse all
or a portion of the amount paid by the Fund if the shares are redeemed before
the Fund has had an opportunity to realize the anticipated benefits of having a
large, long-term shareholder account in the Fund. Shares of a fund or series on
which such 1% sales distribution fee has been paid may not be exchanged into a
fund or series with a Rule 12b-1 plan for which the payment provisions have not
been in effect for at least one year.

The other Lord Abbett-sponsored funds and series which participate in the
Telephone Exchange Privilege (except Lord Abbett U.S. Government Securities
Money Market Fund, Inc. ("GSMMF") and certain series of Tax-Free Income Fund and
Lord Abbett Tax-Free Income Trust for which a Rule 12b-1 Plan is not yet in
effect (collectively, the "Series")) have instituted a CDRC on the same terms
and conditions. No CDRC will be charged on an exchange of shares between Lord
Abbett funds. Upon redemption of shares out of the Lord Abbett family of funds,
the CDRC will be charged on behalf of and paid to the fund in which the original
purchase (subject to a CDRC) occurred. Thus, if shares of a Lord Abbett fund are
exchanged for shares of another such fund and the shares tendered ("Exchanged
Shares") are subject to a CDRC, the CDRC will carry over to the shares being
acquired, including GSMMF ("Acquired Shares"). Any CDRC 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. Although GSMMF and the Series will not pay a 1% sales distribution fee
on $1 million purchases of their own shares, and will therefore not impose their
own CDRC, GSMMF will collect the CDRC on behalf of other Lord Abbett funds.
Acquired shares held in GSMMF which are subject to a CDRC will be credited with
the time such shares are held in that fund.

In no event will the amount of the CDRC exceed 1% of the lesser of (i) the net
asset value of the shares redeemed or (ii) the original cost of such shares (or
of the Exchanged Shares for which such shares were acquired). No CDRC will be
imposed when the investor redeems (i) amounts derived from increases in the
value of the account above the total cost of shares being redeemed due to
increases in net asset value, (ii) shares with respect to which no Lord Abbett
fund paid a 1% sales distribution fee on issuance (including shares acquired
through reinvestment of dividend income and capital gains distributions) or
(iii) shares which, together with Exchanged Shares, have been held continuously
for 24 months from the end of the month in which the original sale occurred. In
determining whether a CDRC is payable, (a) shares not subject to the CDRC will
be redeemed before shares subject to the CDRC and (b) of shares subject to a
CDRC, those held the longest will be the first to be redeemed.

Under the terms of the Statement of Intention to invest $50,000 ($100,000 in the
case of the Income Series) or more over a 13-month period as described in the
Prospectus, shares of Lord Abbett-sponsored funds (other than shares of Lord
Abbett Equity Fund ("LAEF"), Lord Abbett Series Fund ("LASF"), Lord Abbett
Research Fund if not offered to the general public ("LARF"), and GSMMF, unless
holdings in GSMMF are attributable to shares exchanged from a Lord
Abbett-sponsored fund offered with a sales charge or from a fund in the Lord
Abbett Counsel Group) currently owned by you are credited as purchases (at their
current offering prices on the date the Statement is signed) toward achieving
the stated investment. Shares valued at 5% of the amount of intended purchases
are escrowed and may be redeemed to cover the additional sales charge payable if
the Statement is not completed. The Statement of Intention is neither a binding
obligation on you to buy, nor on the Fund to sell, the full amount indicated.

As stated in the Prospectus, purchasers (as defined in the Prospectus) may
accumulate their investment in Lord Abbett-sponsored funds (other than LAEF,
LARF, LASF, and GSMMF, unless holdings in GSMMF are attributable to shares
exchanged from a Lord Abbett-sponsored fund offered with a front-end sales
charge or from Lord Abbett Counsel Group) so that a current investment, plus the
purchaser's holdings valued at the current maximum offering price, reach a level
eligible for a discounted sales charge.

As stated in the Prospectus, the Series' shares may be purchased at net asset
value by our directors, employees of Lord Abbett or the Sub-Adviser, employees
of our shareholder servicing agent and employees of any securities dealer having
a sales agreement with Lord Abbett who consents to such purchases or by the
trustee or custodian under any pension or profit-sharing plan or Payroll
Deduction IRA established for the benefit of such persons or for the benefit of
employees of any national securities trade organization to which Lord Abbett
belongs or any company with an account(s) in excess of $10 million managed by
Lord Abbett on a private-advisory-account basis. For purposes of this paragraph,
the terms "directors" and "employees" include a director's or employee's spouse
(including the surviving spouse of a deceased director or employee). The terms
"our directors" and "employees of Lord Abbett or the Sub-Adviser" also include
other family members and retired directors and employees.

Our shares also may be purchased at net asset value (a) at $1 million or more,
(b) with dividends and distributions from other Lord Abbett-sponsored funds,
except for LARF, LAEF, LASF and Lord Abbett Counsel Group, (c) under the loan
feature of the Lord Abbett-sponsored prototype 403(b) plan for share purchases
representing the repayment of principal and interest, (d) by certain authorized
brokers, dealers, registered investment advisers or other financial institutions
who have entered into an agreement with Lord Abbett in accordance with certain
standards approved by Lord Abbett, providing specifically for the use of our
shares in particular investment products made available for a fee to clients of
such brokers, dealers, registered investment advisers and other financial
institutions, and (e) by employees, partners and owners of unaffiliated
consultants and advisors to Lord Abbett or Lord Abbett-sponsored funds who
consent to such purchase if such persons provide service to Lord Abbett or such
funds on a continuing basis and are familiar with such funds. Shares are offered
at net asset value to these investors for the purpose of promoting goodwill with
employees and others with whom Lord Abbett and/or the Fund have business
relationships.

Our shares also may be purchased at net asset value, subject to appropriate
documentation, through a securities dealer where the amount invested represents
redemption proceeds from shares ("Redeemed Shares") of a registered open-end
management investment company not distributed or managed by Lord Abbett (other
than a money market fund), if such redemption has occurred no more than 60 days
prior to the purchase of our shares, the Redeemed Shares were held for at least
six months prior to redemption and the proceeds of redemption were maintained in
cash or a money market fund prior to purchase. Purchasers should consider the
impact, if any, of contingent deferred sales charges in determining whether to
redeem shares for subsequent investment in our shares. Lord Abbett may suspend,
change or terminate this purchase option at any time.

Our shares may be issued at net asset value in exchange for the assets, subject
to possible tax adjustment, of a personal holding company or an investment
company. There are economies of selling efforts and sales-related expenses with
respect to offers to these investors and those referred to above.

The Prospectus briefly describes the Telephone Exchange Privilege. You may
exchange some or all of your shares for those of Lord Abbett-sponsored funds
currently offered to the public with a sales charge and GSMMF, to the extent
offers and sales may be made in your state. 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 fund into which the exchange is
made.

Shareholders in such other funds have the same right to exchange their shares
for the Fund's shares. Exchanges are based on relative net asset values on the
day instructions are received by the Fund in Kansas City if the instructions are
received prior to the close of the NYSE in proper form. No sales charges are
imposed except in the case of exchanges out of GSMMF (unless a sales charge was
paid on the initial investment). Exercise of the exchange privilege will be
treated as a sale for federal income tax purposes, and, depending on the
circumstances, a gain or loss may be recognized. 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.

Shareholders have the exchange privilege unless they refuse it in writing. You
should not view the exchange privilege as a means for taking advantage of
short-term swings in the market, and we reserve the right to terminate or limit
the privilege of any shareholder who makes frequent exchanges. We can revoke or
modify the privilege for all shareholders upon 60 days' prior notice. "Eligible
Funds" are other Lord Abbett-sponsored funds which are eligible for the exchange
privilege, except LASF which offers its shares only in connection with certain
variable annuity contracts, LAEF which is not issuing shares, LARF if not
offered to the general public and Lord Abbett Counsel Group.

A redemption order is in proper form when it contains all of the information and
documentation required by the order form or supplementally by Lord Abbett or the
Fund to carry out the order. The signature(s) and any legal capacity of the
signer(s) must be guaranteed by an eligible guarantor. See the Prospectus for
expedited redemption procedures.

The right to redeem and receive payment, as described in the Prospectus, may be
suspended if the NYSE is closed (except for weekends or customary holidays),
trading on the NYSE is restricted or the Securities and Exchange Commission
deems an emergency to exist.

Our Board of Directors may authorize redemption of all of the shares in any
account in which there are fewer than 25 shares. Before authorizing such
redemption, the Board must determine that it is in our economic best interest or
necessary to reduce disproportionately burdensome expenses in servicing
shareholder accounts. At least 30 days prior written notice will be given before
any such redemption, during which time shareholders may avoid redemption by
bringing their accounts up to the minimum set by the Board.

Under the Div-Move service described in the Prospectus, you can invest the
dividends paid on your account into an existing account in any other Eligible
Fund. The account must be either 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.

The Invest-A-Matic method of investing in the Fund 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.

The Systematic Withdrawal Plan (the "SWP") also is described in the Prospectus.
You may establish a SWP if you own or purchase uncertificated shares having a
current offering price value of at least $10,000. Lord Abbett prototype
retirement plans have no such minimum. The SWP involves the planned redemption
of shares on a periodic basis by receiving either fixed or variable amounts at
periodic intervals. Since 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.

The Prospectus indicates the types of retirement plans for which Lord Abbett
provides forms and explanations. Lord Abbett makes available the retirement plan
forms and custodial agreements for IRAs (Individual Retirement Accounts
including Simplified Employee Pensions), 403(b) plans and qualified pension and
profit-sharing plans, including 401(k) plans. The forms name Investors Fiduciary
Trust Company as custodian and contain specific information about the 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 adviser.

6.
Past Performance

Each Series computes the average annual compounded rate of total return during
specified periods that would equate the initial amount invested to the ending
redeemable value of such investment by adding one to the computed average annual
total return, raising the sum to a power equal to the number of years covered by
the computation and multiplying the result by one thousand dollars, which
represents a hypothetical initial investment. The calculation assumes deduction
of the maximum sales charge from the initial amount invested and reinvestment of
all income dividends and capital gains distributions on the reinvestment dates
at prices calculated as stated in the Prospectus. The ending redeemable value is
determined by assuming a complete redemption at the end of the period(s) covered
by the average annual total return computation.

Using the method to compute average annual compounded total return described
below, the one-year, five-year and life-of-Series total annual returns for these
periods ended December 31, 1995 for the Equity Series amounted to 2.90%, 7.89%
and 6.49% respectively, and for the Income Series 12.30%, 7.74% and 8.63%,
respectively. The redeemable values were $1,029, $1,462 and $1,578,
respectively, for the Equity Series and $1,123, $1,452 and $1,823, respectively,
for the Income Series.

The Income Series' yield quotation is based on a 30-day period ended on a
specific date, computed by dividing the Series' net investment income per share
earned during the period by the Series' maximum offering price per share on the
last day of the period. This is determined by finding the following quotient:
take the Series' dividends and interest earned during the period minus its
expenses accrued for the period and divide by the product of (i) the average
daily number of Fund shares outstanding during the period that were entitled to
receive dividends and (ii) the Series' maximum offering price per share on the
last day of the period. To this quotient add one. This sum is multiplied by
itself five times. Then one is subtracted from the product of this
multiplication and the remainder is multiplied by two. For the 30-day period
ended December 31, 1995, the Income Series yield was 8.75%.

These figures represent past performance, and an investor should be aware that
the investment return and principal value of a Series investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. Therefore, there is no assurance that this performance will
be repeated in the future.

7.
Taxes

The value of any shares redeemed by a Series or repurchased or otherwise sold
may be more or less than a shareholder's tax basis in the shares at the time the
redemption, repurchase or sale is made. Any gain or loss will generally be
taxable for federal income tax purposes. Any loss realized on the sale,
redemption or repurchase of Series shares which a shareholder has held for six
months or less will be treated for tax purposes as a long-term capital loss to
the extent of any capital gains distributions which were received with respect
to such shares. Losses on the sale of stock or securities are not deductible if,
within a period beginning 30 days before the date of the sale and ending 30 days
after the date of the sale, the taxpayer acquires stock or securities that are
substantially identical.

Each Series of the Fund will be subject to a 4% non-deductible excise tax on
certain amounts not distributed (and not treated as having been distributed) on
a timely basis in accordance with a calendar year distribution requirement. Each
Series intends to distribute to shareholders each year an amount adequate to
avoid the imposition of such excise tax.

Dividends paid by the Series will qualify for the dividends-received deduction
for corporations to the extent that they are derived from dividends paid by
domestic corporations.

As described in the Prospectus, the Series may be subject to withholding taxes
and other taxes imposed by foreign countries. If, at the close of any fiscal
year, more than 50% of the assets of either Series of the Fund consist of stock
or securities of foreign corporations, such Series may elect to treat foreign
income taxes paid by the Series as having been paid directly by its
shareholders. If a Series qualifies for and makes such an election, the
shareholders of such Series will be required to (i) include in ordinary gross
income (in addition to taxable dividends actually received) their pro rata share
of foreign income taxes paid by such Series and (ii) treat such pro rata share
as foreign income taxes paid by them. Such shareholders may then use such pro
rata portion of foreign income taxes as foreign tax credits, subject to
applicable limitations, or, alternatively, deduct them in computing their
taxable income. Shareholders who do not itemize deductions for federal income
tax purposes will not be entitled to deduct their pro rata portion of foreign
taxes paid by a Series, although such shareholders will be required to include
their share of such taxes in gross income. Shareholders who claim a foreign tax
credit for foreign taxes paid by a Series may be required to treat a portion of
dividends received from such Series as separate category income for purposes of
computing the limitations on the foreign tax credit. Tax-exempt shareholders
will ordinarily not benefit from this election. Each year that a Series
qualifies for and makes the election described above, its shareholders will be
notified of the amount of (i) each shareholder's pro rata share of foreign
income taxes paid by such Series and (ii) the portion of dividends which
represents income from each foreign country.

Forward foreign currency contracts, foreign currency put and call options and
other investment techniques and practices which the Series may utilize, as
described above under "Investment Objectives and Policies," may create
"straddles" for United States federal income tax purposes and may affect the
character and timing of the recognition of gains and losses by a Series. Such
hedging transactions may increase the amount of short-term capital gain realized
by such Series, which is taxed as ordinary income when distributed to
shareholders. Limitations imposed by the Internal Revenue Code on regulated
investment companies may restrict each Series' ability to engage in transactions
in options and forward contracts.

Gains and losses realized by a Series on certain transactions, including sales
of foreign debt securities and certain transactions involving foreign currency,
will be treated as ordinary income or loss for federal income tax purposes to
the extent, if any, that such gains or losses are attributable to changes in
exchange rates for foreign currencies. Accordingly, distributions taxable as
ordinary income will include the net amount, if any, of such foreign exchange
gains and will be reduced by the net amount, if any, of such foreign exchange
losses.

If a Series purchases shares in certain foreign investment entities, called
"passive foreign investment companies," that Series may be subject to United
States federal income tax on a portion of any "excess distribution" or gain from
the disposition of such shares, even if such income is distributed as a taxable
dividend by the Series to its shareholders. Additional charges in the nature of
interest may be imposed on either the Series or its shareholders with respect to
deferred taxes arising from such distributions or gains. If the Series were to
invest in a passive foreign investment company with respect to which the Series
elected to make a "qualified electing fund" election, in lieu of the foregoing
requirements, the Series might be required to include in income each year a
portion of the ordinary earnings and net capital gains of the qualified electing
fund, even if such amount were not distributed to the Series.

The foregoing discussion relates solely to U.S. federal income tax law as
applicable to United States persons (United States citizens or residents and
United States domestic corporations, partnerships, trusts and estates). Each
shareholder who is not a United States person should consult his tax adviser
regarding the U.S. and foreign tax consequences of the ownership of shares of a
Series, including a 30% (or lower treaty rate) United States withholding tax on
dividends representing ordinary income and net short-term capital gains, and the
applicability of United States gift and estate taxes to non-United States
persons who own Series shares.

8.
Information About the Fund

The directors, trustees and officers of Lord Abbett-sponsored mutual 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 Fund's Code of Ethics which
complies, in substance, with each of the recommendations of the Investment
Company Institute's Advisory Group on Personal Investing. Among other things,
the Code requires 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 investing in a security 7 days
before or after any Lord Abbett-sponsored fund or Lord Abbett-managed account
considers a trade or trades in such security, from profiting on trades of the
same security within 60 days and from trading on material and non-public
information. The Code imposes certain similar requirements and restrictions on
the independent directors and trustees of each Lord Abbett-sponsored mutual fund
to the extent contemplated by the recommendations of the Advisory Group.

9.
Financial Statements

The financial statements for the fiscal year ended December 31, 1995 and the
report of Deloitte & Touche LLP, independent auditors, on such financial
statements contained in the 1995 Annual Report to Shareholders of Lord Abbett
Global Fund, Inc. are incorporated herein by reference to such financial
statements and report in reliance upon the authority of Deloitte & Touche LLP as
experts in auditing and accounting.

Appendix

Moody's Investors Service, Inc.'s Corporate Bond Ratings

Aaa - Bonds which are rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance and
other terms of the contract over any long period of time may be small.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds that are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest-rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Standard & Poor's Corporation's Corporate Bond Ratings

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong and in the majority of instances they
differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB-B-CCC-CC-C - Debt rated BB, B, CCC, CC and C is regarded as having
predominately speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of
speculation and CCC the highest. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

D - Debt rated D is in payment default. The D rating
category is used when interest payments or principal payments are not made on
the date due even if the applicable grace period has not expired, unless S&P
believes such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.