LORD ABBETT GLOBAL FUND INC
497, 1997-05-07
Previous: PLUMA INC, DEF 14A, 1997-05-07
Next: BIOPOOL INTERNATIONAL INC, 10QSB, 1997-05-07



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 mutual fund comprised
of two distinct investment portfolios,  the Equity Series and the Income Series,
each having  three  classes of shares.  These  classes,  called Class A, B and C
shares, provide investors with different investment options in purchasing shares
of the Fund. See "Purchases" for a description of these choices.

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  present,  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, 1997.

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.

         CONTENTS                       PAGE
        1       Fee Table                 2
        2       Financial Highlights      3
        3       Investment
                Objectives and Policies   5
        4       Risk Factors              9
        5       Purchases                 9
        6       Shareholder Services     16
        7       Our Management           17
        8       Dividends, Capital Gains
                Distributions and Taxes  18
        9       Redemptions              19
        10      Performance              19

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 SERIES
                                              CLASS A            CLASS B                     CLASS C
                                              SHARES             SHARES                      SHARES
 <S>                                           <C>                 <C>                         <C>
 
 SHAREHOLDER TRANSACTION EXPENSES(1)
  (AS A PERCENTAGE OF OFFERING PRICE)
  Maximum Sales Load(2) on Purchases
  (See "Purchases")                           5.75%              None                        None

  Deferred Sales Load(2) (See "Purchases")    None               5% if shares are redeemed   1% if shares
                                                                 before 1st anniversary      are redeemed
                                                                 of purchase, declining      before 1st anniversary
                                                                 to 1% before 6th            of purchase
                                                                 anniversary and
                                                                 eliminated on and
                                                                 after 6th anniversary(3)
  ANNUAL FUND OPERATING EXPENSES(4)
  (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees (See "Our Management")      0.75%              0.75%                       0.75%
  12b-1 Fees (See "Purchases")(1)(2)          0.27%              1.00%                       1.00%
  Other Expenses (See "Our Management")       0.54%              0.54%                       0.54%
  Total Operating Expenses                    1.56%              2.29%                       2.29%
</TABLE>
<TABLE>
<CAPTION>


  INCOME SERIES
                                              CLASS A            CLASS B                     CLASS C
                                              SHARES             SHARES                      SHARES
 <S>                                           <C>                 <C>                         <C>    <C>    <C>    <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
  (AS A PERCENTAGE OF OFFERING PRICE)
  Maximum Sales Load(2) on Purchases
  (See "Purchases")                           4.75%              None                        None

  Deferred Sales Load(2) (See "Purchases")    None               5% if shares are redeemed   1% if shares
                                                                 before 1st anniversary      are redeemed
                                                                 of purchase, declining      before 1st anniversary
                                                                 to 1% before 6th            of purchase
                                                                 anniversary and
                                                                 eliminated on and
                                                                 after 6th anniversary(3)
  ANNUAL FUND OPERATING EXPENSES(4)
  (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees (See "Our Management")      0.50%              0.50%                       0.50%
  12b-1 Fees (See "Purchases")(1)(2)          0.29%              1.00%                       1.00%
  Other Expenses (See "Our Management")       0.29%              0.29%                       0.29%
  Total Operating Expenses                    1.08%              1.79%                       1.79%

Example: Assume for each Series an annual return of 5% and there is no change in
the  level  of  expenses  described  above.  For  a  $1,000   investment,   with
reinvestment  of all  dividends and  distributions,  you would pay the following
total expenses assuming redemption on the last day of each period indicated.

Equity Series        1 year    3 years   5 years  10 years

Class A shares        $73       $104       $138    $233
Class B shares(3)     $73       $102       $143    $244
Class C shares        $33       $72        $123    $263

Income Series
Class A shares        $58       $80        $104    $173
Class B shares(3)     $68       $86        $117    $192
Class C shares        $28       $56        $97     $211

Example: You would pay the following expenses on the same investment, assuming 
no redemption.

Equity Series        1 year     3 years   5 years  10 years

Class A shares        $73       $104       $138    $233
Class B shares(3)     $23       $72        $123    $244
Class C shares        $23       $72        $123    $263

Income Series
Class A shares        $58       $80        $104    $173
Class B shares(3)     $18       $56        $97     $192
Class C shares        $18       $56        $97     $211

<PAGE>

<FN>
(1)Although  the Fund does not,  with respect to the Class B and Class C shares,
charge a  front-end  sales  charge,  investors  should be aware  that  long-term
shareholders  may pay, under each Rule 12b-1 plan  applicable to the Class B and
Class C shares of the Fund (both of which pay  annual  0.25%  service  and 0.75%
distribution  fees), more than the economic  equivalent of the maximum front-end
sales  charge as  permitted  by certain  rules of the  National  Association  of
Securities  Dealers,  Inc. Likewise,  with respect to Class A shares,  investors
should be aware that,  over the long term,  such  maximum may be exceeded due to
the Rule 12b-1 plan  applicable  to Class A shares which permits the Fund to pay
up to 0.50% in total  annual  fees,  half for  service  and the  other  half for
distribution.  The 12b-1  fees for the  Class A shares  have  been  restated  to
reflect the current fees under the recently amended Class A 12b-1 plans.

(2)Sales  "load" is  referred  to as sales  "charge,"  "deferred  sales load" is
referred to as  "contingent  deferred sales charge" (or "CDSC") and "12b-1 fees"
which  consist of a "service  fee" and a  "distribution  fee" are referred to by
either or both of these terms where appropriate with respect to Class A, Class B
and Class C shares throughout this Prospectus.

(3)Class  B shares  will  automatically  convert to Class A shares on the eighth
anniversary of the purchase of Class B shares.

(4)The annual  operating  expenses  shown in the summary have been restated from
December 31, 1996 fiscal-year  amounts to reflect current fees. 

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

2 FINANCIAL HIGHLIGHTS
The following  financial  highlights have been audited by Deloitte & Touche llp,
independent accountants,  whose report thereon is incorporated by reference into
the Statement of Additional Information and may be obtained upon request.

<TABLE>
<CAPTION>

  EQUITY SERIES
                                                                                                                  SEPTEMBER 30, 1988
                                                                                                                     (COMMENCEMENT
  PER CLASS A SHARE+ OPERATING                                  YEAR ENDED DECEMBER 31,                           OF OPERATIONS) TO
  PERFORMANCE:                               1996      1995     1994     1993     1992    1991     1990     1989  DECEMBER 31, 1988
    <S>                                       <C>       <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
   
- ------------------------------------------------------------------------------------------------------------------------------------
  NET ASSET VALUE, BEGINNING OF PERIOD      $11.96  $11.55     $12.44   $10.48   $10.79   $9.57    $11.09  $9.62       $9.28
  INCOME FROM INVESTMENT OPERATIONS
  Net investment income                        .07    .16         .10      .04     .078    .134      .211   .170        .073
  Net realized and unrealized
  gain (loss) on securities                    .93    .90     (.1125)    2.635   (.268)    1.276   (1.551)  1.53        .327
  TOTAL FROM INVESTMENT OPERATIONS            1.00   1.06     (.0125)    2.675   (.190)    1.410   (1.340)  1.70        .400
- ------------------------------------------------------------------------------------------------------------------------------------
  DISTRIBUTIONS
  Dividends from net investment income      (.07)   (.17)       (.10)    (.10)   (.12)     (.12)    (.18)   (.12)       (.06)
  Distributions from net realized gain      (.21)   (.48)     (.7775)   (.615)   ----      (.07)    ----    (.11)        ----
  Distributions from foreign currency
  transactions                              (.13)    ----      ----     ----     ----      ----     ----    ----         ----
  NET ASSET VALUE, END OF PERIOD            $12.55  $11.96    $11.55   $12.44   $10.48    $10.79     $9.57    $11.09      $9.62
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN*                              8.37%  9.19%     (0.09)%  26.05%  (1.73)%    14.76%   (12.13)%   17.73%      4.37%++
- ------------------------------------------------------------------------------------------------------------------------------------
  RATIOS TO AVERAGE NET ASSETS:
  Expenses, including waiver                 1.52%   1.63%    1.56%     1.68%    1.84%     1.61%      1.45%    1.26%        .24%++
  Expenses, excluding waiver                 1.52%   1.63%    1.56%     1.68%    1.84%     1.61%      1.72%    2.16%       1.06%++
  Net investment income                       .54%   1.31%     .79%      .70%     .76%     1.30%      2.03%    1.52%        .93%++

</TABLE>
<TABLE>
<CAPTION>

  EQUITY SERIES                                    CLASS B SHARES                 CLASS C SHARES
  PER CLASS SHARE OPERATING                        AUGUST 1, 1996** TO            AUGUST 1, 1996** TO
  PERFORMANCE:                                     DECEMBER 31, 1996              DECEMBER 31, 1996
<S>                                                        <C>                           <C>
- ------------------------------------------------------------------------------------------------------------------------------------
  NET ASSET VALUE, BEGINNING OF PERIOD                    $12.30                        $12.31
  INCOME FROM INVESTMENT OPERATIONS
  Net investment income (loss)                            (.01)                         .00
  Net realized and unrealized
  gain on securities                                      .58                           .57
  TOTAL FROM INVESTMENT OPERATIONS                        .57                           .57
- ------------------------------------------------------------------------------------------------------------------------------------
  DISTRIBUTIONS
  Dividends from net investment income                    ----                          ----
  Dividends from net realized gain                        (.21)                         (.21)
  Distributions from foreign currency transactions
  (.13)                                                                                   (.13)
  NET ASSET VALUE, END OF PERIOD                          $12.53                        $12.54
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN*                                           4.56%++                       4.64%++
- ------------------------------------------------------------------------------------------------------------------------------------
  RATIOS TO AVERAGE NET ASSETS:
  Expenses                                                .83%++                        .83%++
  Net investment (loss)                                   (.16)%++                      (.11)%++
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


  EQUITY SERIES
                                                                                                                  
                                                                                                                  SEPTEMBER 30, 1988
  SUPPLEMENTAL DATA                             YEAR ENDED DECEMBER 31,                                             (COMMENCEMENT
- --------------------------------------------------------------------------------------------------------------    OF OPERATIONS) TO 
  FOR ALL CLASSES:                 1996     1995      1994      1993      1992     1991      1990       1989       DECEMBER 31, 1988
      <S>                           <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>              <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000)   $92,164  $84,731   $83,739  $71,632    $34,332 $36,654    $32,986    $27,692          $7,623
Portfolio turnover rate            81.97%   83.32%    75.39%  197.59%    136.75%  74.83%     76.24%     50.12%           3.86%
Average commissions per share
  paid on equity transactions       $0.25   $0.33     ------   ------    -------  -------    ------    -------           ------

<FN>
 *  Total return does not consider the effects of front-end or contingent
    deferred sales charges.
 ** Commencement of offering Class shares.
  + The Fund had only one class of shares prior to August 1, 1996.  That class
    of shares is now designated Class A shares.
 ++ Not annualized.  See
Notes to Financial Statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>

  INCOME SERIES
                                                                                                 
                                                    YEAR ENDED DECEMBER 31,                                       SEPTEMBER 30, 1988
- --------------------------------------------------------------------------------------------------------------        (COMMENCEMENT
PER CLASS A SHARE+ OPERATING                                                                                       OF OPERATIONS) TO
PERFORMANCE:                             1996     1995    1994     1993     1992     1991     1990       1989      DECEMBER 31, 1988
<S>                                        <C>      <C>      <C>      <C>     <C>       <C>      <C>       <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
  NET ASSET VALUE, BEGINNING OF PERIOD     $8.58    $7.98   $9.02    $8.87    $9.40    $9.13    $9.28     $9.37         $9.53
  INCOME FROM INVESTMENT OPERATIONS
  Net investment income                      .53      .77     .65      .76     .808     .877     .940      .998          .233
  Net realized and unrealized
  gain (loss) on securities                (.04)     .6138   (.9603)  .174    (.288)    .316     .059      (.07)        (.1028)
  TOTAL FROM INVESTMENT OPERATIONS           .49    1.3838   (.3103)  .934     .520    1.193     .999      .928          .1302
- ------------------------------------------------------------------------------------------------------------------------------------
  DISTRIBUTIONS
  Dividends from net investment income     (.61)   (.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                     (.12)  (.1225)   -----    -----    (.21    -----    (.19)       -----         (.05)
  NET ASSET VALUE, END OF PERIOD            $8.34   $8.58    $7.98    $9.02    $8.87   $9.40    $9.13       $9.28         $9.37
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN*                             6.12%   17.86%  (3.40)%  10.78%    5.76%   14.33%   11.88%      10.58%        1.41%++
- ------------------------------------------------------------------------------------------------------------------------------------
  RATIOS TO AVERAGE NET ASSETS:
  Expenses, including waiver                1.04%    1.04%    1.02%   1.04%    1.22%    1.30%    1.16%        .90%         .24%++
  Expenses, excluding waiver                1.04%    1.04%    1.02%   1.04%    1.22%    1.30%    1.33%       1.64%         .74%++
  Net investment income                     6.52%    7.60%    7.72%   7.81%    8.50%    9.96%   10.13%      10.41%        2.41%++
</TABLE>

<TABLE>
<CAPTION>

  INCOME SERIES                                    CLASS B SHARES                 CLASS C SHARES
  PER CLASS SHARE OPERATING                        AUGUST 1, 1996** TO            JULY 15, 1996** TO
  PERFORMANCE:                                     DECEMBER 31, 1996              DECEMBER 31, 1996

     <S>                                                 <C>                           <C>
- ------------------------------------------------------------------------------------------------------------------------------------
  NET ASSET VALUE, BEGINNING OF PERIOD                   $8.24                         $8.14
  INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                  .23                           .21
  Net realized and unrealized
  gain on securities                                     .22                           .37
  TOTAL FROM INVESTMENT OPERATIONS                       .45                           .58
- ------------------------------------------------------------------------------------------------------------------------------------
  DISTRIBUTIONS
  Dividends from net investment income                   (.23)                         (.26)
  Distributions from foreign currency transactions       (.12)                         (.12)
  NET ASSET VALUE, END OF PERIOD                         $8.34                         $8.34
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN*                                          5.58%++                       7.43%++
- ------------------------------------------------------------------------------------------------------------------------------------
  RATIOS TO AVERAGE NET ASSETS:
  Expenses                                               .73%++                        .87%++
  Net investment income                                  2.11%++                       2.69%++
</TABLE>
<TABLE>
<CAPTION>


  INCOME SERIES
                                                                                                  
                                                                                                                  SEPTEMBER 30, 1988
  SUPPLEMENTAL DATA                                YEAR ENDED DECEMBER 31,                                             (COMMENCEMENT
- ------------------------------------------------------------------------------------------------------------       OF OPERATIONS) TO
  FOR ALL CLASSES:                1996      1995       1994       1993      1992      1991      1990     1989      DECEMBER 31, 1988
<S>                               <C>        <C>        <C>       <C>        <C>       <C>       <C>     <C>          <C>          
 -----------------------------------------------------------------------------------------------------------------------------------
  Net assets, end of period (000)$202,494  $238,291   $249,490  $277,495  $148,137  $101,023   $68,587  $37,470       $8,048
  Portfolio turnover rate        621.79%  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 front- end or contingent 
    deferred sales charges.
** Commencement of offering Class shares.
 + The Fund had only one class of shares prior to July 12, 1996. That class of
   shares is now designated Class A shares.
++ Not annualized.

See Notes to Financial Statements.
</FN>
</TABLE>

<PAGE>


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 & Co.,  hereinafter "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 that 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 may also invest in debt  securities.  While the Equity Series
has no specific rating requirements with respect to the debt securities in which
it invests,  it 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 Fund's fiscal year ended December 31, 1996,  7.35% of the
Equity Series' 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 fewer than three
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.

<PAGE>


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 substantially 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,  convertible securities,  certificates,  warrants, commercial paper,
and principal and interest  pass-throughs  issued by  governments,  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 fewer than
three 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

Neither Series will 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.

<PAGE>


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.  Each  Series  intends 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.

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 15% 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 or
other permitted securities belonging to a Series in an amount not less than that
required by SEC Release 10666 and SEC staff interpretations thereof 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 permitted 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.

Neither  Series may borrow  money,  except  that (i) each Series may borrow from
banks (as  defined  in the Act) in  amounts  up to 33 1/3% of its  total  assets
(including the amount borrowed), (ii) each Series may borrow up to an additional
5% of its total assets for temporary purposes,  and (iii) each Series may obtain
such  short-term  credit as may be necessary  for the clearance of purchases and
sales of portfolio securities.

<PAGE>


Diversification.  Each Series  intends to meet the  diversification  rules under
Subchapter M of the Internal Revenue Code. Generally,  this requires, at the end
of each quarter of the taxable year,  that (a) not more than 25% of each Series'
total  assets be invested in any one issuer and (b) with  respect to 50% of each
Series' total  assets,  no more than 5% of each Series' total assets be invested
in any one issuer,  except U.S. Government  securities.  Since under these rules
the  Income  Series,  but not the  Equity  Series,  may invest its assets in the
securities  of a  limited  number  of  issuers,  the  value  of  Income  Series'
investments  may be more affected by any single adverse  economic,  political or
regulatory  occurrence  than in the case of a "diversified"  investment  company
under the Investment Company Act of 1940, such as the Equity Series.

The Equity Series, as a "diversified"  investment company,  is prohibited,  with
respect to 75% of the value of its total assets,  from investing more than 5% of
its total  assets in  securities  of any one issuer  other than U.S.  Government
securities. For diversification purposes, the identification of an "issuer" will
be  determined  on the basis of the source of assets and  revenues  committed to
meeting interest and principal  payments of the securities.  When the assets and
revenues of a state's political subdivision are separate from those of the state
government  creating  the  subdivision,  and the  security is backed only by the
assets and revenues of the subdivision, then the subdivision would be considered
the sole issuer.  Similarly,  if a revenue bond is backed only by the assets and
revenues of a nongovernmental  user, then such user would be considered the sole
issuer.

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  a Series  holds to  cover  such  options  do not
represent more than 5% of that 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  provided  that, at the time of the  acquisition,  its  investment in
warrants,  valued at the  lower of cost or  market,  would not  exceed 5% of the
Series' total assets.  Warrants which are not listed on the New York or American
Stock  Exchange  or a major  foreign  exchange  may not exceed 2% of the Series'
total assets.

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 BOTHE 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.

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

PORTFOLIO  TURNOVER.  The  portfolio  turnover  rate for the  fiscal  year ended
December  31, 1996 was 81.97%  versus  83.32% for the prior  fiscal year for the
Equity  Series and 621.79%  versus  1,073.69%  for the prior fiscal 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.

<PAGE>


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

ALTERNATIVE SALES ARRANGEMENTS

CLASSES OF SHARES . The Fund offers investors three different classes of shares.
The different  classes of shares represent  investments in the same portfolio of
securities but are subject to different  expenses and will likely have different
share prices.  Investors  should read this section  carefully to determine which
class represents the best investment option for their particular situation.

CLASS A SHARES.  If you buy Class A shares,  you pay an initial  sales charge on
investments  of less than $1 million (or on investments  for  employer-sponsored
retirement  plans under the Internal  Revenue Code  (hereinafter  referred to as
"Retirement  Plans")  with less than 100  eligible  employees).  If you purchase
Class  A  shares  as  part of an  investment  of at  least  $1  million  (or for
Retirement Plans with at least 100 eligible  employees) in shares of one or more
Lord  Abbett-sponsored  funds, you will not pay an initial sales charge,  but if
you redeem any of those shares within 24 months after the month in which you buy
them, you may pay to the appropriate  Series a contingent  deferred sales charge
("CDSC") of 1%. Class A shares are subject to service and distribution fees that
are currently estimated to total annually approximately .27 of 1% for the Equity
Series and .29 of 1% for the Income Series of the annual net asset value of such
shares.  The  initial  sales  charge  rates,  the CDSC and the Rule  12b-1  Plan
applicable to the Class A shares are described under "General" below.

CLASS B SHARES.  If you buy Class B shares,  you pay no sales charge at the time
of  purchase,  but if you redeem your  shares  before the sixth  anniversary  of
buying them, you will normally pay a CDSC to Lord Abbett  Distributor LLC ("Lord
Abbett  Distributor").  That CDSC varies  depending  on how long you own shares.
Class B shares are subject to service and distribution fees at an annual rate of
1% of the  annual net asset  value of the Class B shares.  The CDSC and the Rule
12b-1 Plan applicable to the Class B shares are described under "General" below.

CLASS C SHARES.  If you buy Class C shares,  you pay no sales charge at the time
of  purchase,  but if you redeem your  shares  before the first  anniversary  of
buying them, you will normally pay the  applicable  Series a CDSC of 1%. Class C
shares are subject to service and  distribution  fees at an annual rate of 1% of
the  annual net asset  value of the Class C shares.  The CDSC and the Rule 12b-1
Plan applicable to the C shares are described under "General" below.

<PAGE>


WHICH  CLASS OF SHARES  SHOULD YOU  CHOOSE?  Once you decide that a Series is an
appropriate  investment  for you,  the  decision  as to which class of shares is
better  suited to your  needs  depends  on a number of  factors  that you should
discuss with your financial adviser.  Class-specific  expenses and the effect of
the  different  types of sales  charges  on your  investment  will  affect  your
investment  results over time. The most important  factors are how much you plan
to  invest  and how long you plan to hold  your  investment.  If your  goals and
objectives  change over time and you plan to  purchase  additional  shares,  you
should  re-evaluate those factors to see if you should consider another class of
shares.

In the following discussion, to help provide you and your financial adviser with
a framework in which to choose a class,  we have made some  assumptions  using a
hypothetical  investment in a Series.  We used the sales charge rates that apply
to Class A, Class B and Class C shares,  and considered the effect of the higher
distribution  fees on Class B and  Class C  expenses  (which  will  affect  your
investment  return). Of course, the actual performance of your investment cannot
be predicted and will vary, based on a Series' actual  investment  returns,  the
operating  expenses  borne by each class of shares,  and the class of shares you
purchase.  The factors briefly discussed below are not intended to be investment
advice,  guidelines  or  recommendations,   because  each  investor's  financial
considerations are different. The discussion below of the factors to consider in
purchasing a particular  class of shares assumes that you will purchase only one
class of shares and not a combination of shares of different classes.

HOW LONG DO YOU EXPECT TO HOLD YOUR  INVESTMENT?  While future  financial  needs
cannot be  predicted  with  certainty,  knowing how long you expect to hold your
investment  will assist you in selecting the  appropriate  class of shares.  For
example,  over time, the reduced sales charges available for larger purchases of
Class A shares may offset the effect of paying an initial  sales  charge on your
investment,  compared to the effect over time of higher class-specific  expenses
on Class B or Class C shares for which no initial sales charge is paid.  Because
of the effect of  class-based  expenses,  your choice  should also depend on how
much you plan to invest.

Investing for the Short Term. If you have a short-term  investment horizon (that
is,  you plan to hold your  shares  for not more  than six  years),  you  should
probably  consider  purchasing  Class A or Class C shares  rather  than  Class B
shares.  This is because of the effect of the Class B CDSC if you redeem  before
the sixth  anniversary  of your  purchase,  as well as the effect of the Class B
distribution  fee on the  investment  return for that  class in the short  term.
Class C shares might be the  appropriate  choice  (especially for investments of
less than $100,000), because there is no initial sales charge on Class C shares,
and the CDSC does not apply to amounts you redeem after holding them one year.

However,  if you plan to invest more than $100,000 for the short term,  then the
more you invest and the more your investment horizon increases toward six years,
the more  attractive  the Class A share  option may become.  This is because the
annual  distribution  fee on Class C shares  will have a greater  impact on your
account over the longer term than the reduced  front-end sales charge  available
for  larger  purchases  of Class A shares.  For  example,  Class A might be more
appropriate  than Class C for  investments of more than $100,000 that you expect
to hold for 5 or 6 years (or  more).  For  investments  over  $250,000  that you
expect  to  hold 4 to 6  years  (or  more),  Class  A  shares  may  become  more
appropriate than Class C shares. If you are investing  $500,000 or more, Class A
shares may become more desirable as your investment  horizon  approaches 3 years
or more.

For most investors who invest $1 million or more or for Retirement Plans with at
least 100  eligible  employees,  in most cases  Class A shares  will be the most
advantageous choice, no matter how long you intend to hold your shares. For that
reason, Lord Abbett Distributor normally will not accept purchase orders (i) for
Class B shares of $500,000 or more and for Class C shares of  $1,000,000 or more
from a single investor or (ii) for Class B or C shares for Retirement Plans with
at least 100 eligible employees.

Investing  for the Longer Term.  If you are  investing  for the longer term (for
example,  to provide  for future  college  expenses  for your  child) and do not
expect to need access to your money for seven years or more,  Class B shares may
be an appropriate  investment  option, if you plan to invest less than $100,000.
If you plan to invest more than $100,000 over the long term, Class A shares will
likely be more  advantageous than Class B shares or Class C shares, as discussed
above,  because of the effect of the expected  lower expenses for Class A shares
and the reduced initial sales charges available for larger  investments in Class
A shares under the Fund's Rights of Accumulation.

<PAGE>


Of course,  these examples are based on  approximations of the effect of current
sales charges and expenses on a  hypothetical  investment  over time, and should
not be relied on as rigid guidelines.

ARE THERE  DIFFERENCES  IN ACCOUNT  FEATURES  THAT MATTER TO YOU?  Some  account
features  are  available  in whole or in part to  Class A,  Class B and  Class C
shareholders.  Other features (such as Systematic Withdrawal Plans) might not be
advisable in non-Retirement  Plan accounts for Class B shareholders  (because of
the effect of the CDSC on the entire  amount of a  withdrawal  if it exceeds 12%
annually) and in any account for Class C  shareholders  during the first year of
share  ownership  (due  to the  CDSC  on  withdrawals  during  that  year).  See
"Systematic  Withdrawal Plan" under "Shareholder  Services" for more information
about the 12% annual  waiver of the CDSC.  You should  carefully  review how you
plan to use your  investment  account before  deciding which class of shares you
buy. For example, the dividends payable to Class B and Class C shareholders will
be reduced by the expenses  borne solely by each of these  classes,  such as the
higher  distribution  fee to which  Class B and Class C shares are  subject,  as
described below.

HOW DOES IT AFFECT PAYMENTS TO MY BROKER?  A salesperson,  such as a broker,  or
any other person who is entitled to receive compensation for selling Fund shares
may  receive  different  compensation  for  selling  one class than for  selling
another class. As discussed in more detail below, such compensation is primarily
paid at the time of sale in the case of  Class A and B shares  and is paid  over
time, so long as shares remain outstanding, in the case of Class C shares. It is
important that investors understand that the primary purpose of the CDSC for the
Class B shares  and the  distribution  fee for Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A shares: to
compensate  brokers and other persons selling such shares. The CDSC, if payable,
supplements  the Class B  distribution  fee and reduces the Class C distribution
fee expenses for a Series and Class C shareholders.

GENERAL

HOW  MUCH  MUST YOU  INVEST.  You may buy our  shares  through  any  independent
securities  dealer having a sales  agreement with Lord Abbett  Distributor,  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 Individual  Retirement  Accounts
($250 minimum).  For Retirement Plans there is no minimum  investment  required.
See  "Shareholder  Services."  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 Distributor reserves the right
to reject  any order.  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.

BUYING SHARES THROUGH YOUR DEALER.  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 Distributor 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 dealers  after the NYSE closes and  received by Lord
Abbett  Distributor  in proper form prior to the close of its next  business day
are 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  Distributor.  A business day is a day on
which the NYSE is open for trading.

Lord Abbett Distributor 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  Distributor may,
from time to time, implement promotions under which Lord Abbett Distributor will
pay a fee to dealers with respect to certain purchases not involving  imposition
of  a  sales  charge.   Additional   payments  may  be  paid  from  Lord  Abbett
Distributor'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.  In  selecting  dealers to execute  portfolio
transactions  for the Fund's  portfolio,  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.

<PAGE>


BUYING  CLASS A  SHARES.  The  offering  price of Class A shares 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
- -------------------------------------------------------------------------------
  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

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

 -------------------------------------------------------------------------------
  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
- --------------------------------------------------------------------------------
  +AUTHORIZED INSTITUTIONS RECEIVE CONCESSIONS ON PURCHASES MADE BY A RETIREMENT
  PLAN OR ANOTHER  QUALIFIED  PURCHASER WITHIN A 12-MONTH PERIOD (BEGINNING WITH
  THE FIRST NET ASSET VALUE  PURCHASE)  AS  FOLLOWS:  1.00% ON  PURCHASES  OF $5
  MILLION, 0.55% OF THE NEXT $5 MILLION, 0.50% OF THE NEXT $40 MILLION AND 0.25%
  ON PURCHASES OVER $50 MILLION. SEE "CLASS A RULE 12B-1 PLAN" BELOW.

CLASS A SHARE VOLUME  DISCOUNTS.  This section describes several ways to qualify
for a lower  sales  charge  when  purchasing  Class A shares if you inform  Lord
Abbett  Distributor  or the Fund that you are  eligible at the time of purchase.
(1) Any purchaser (as described below) may aggregate a Class A share purchase in
the Fund with any share  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 Lord  Abbett  Research  Fund not offered to the general
public  ("LARF") and Lord Abbett U.S.  Government  Securities  Money Market Fund
("GSMMF"),  except for  holdings in GSMMF which are  attributable  to any shares
exchanged  from  a Lord  Abbett-sponsored  fund.)  (2) A  purchaser  may  sign a
non-binding  13-month  statement of  intention to invest  $50,000 or more in any
shares  of the  Fund or in any of the  above  eligible  funds.  If the  intended
purchases  are  completed  during the period,  the total amount of your intended
purchases  of any shares will  determine  the reduced  sales charge rate for the
Class A shares purchased during the period. If not completed, each Class A share
purchase  will be at the sales  charge for the  aggregate  of the  actual  share
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 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.

CLASS A SHARE NET ASSET VALUE PURCHASES.  Our Class A 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  Distributor 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 or Lord Abbett
Distributor  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 Class A shares
also may be  purchased  at net asset  value (a) at $1 million or more,  (b) with
dividends  and  distributions  on Class A shares of other Lord  Abbett-sponsored
funds,  except for dividends and distributions on shares of LARF, LAEF and LASF,
(c) under the loan feature of the Lord  Abbett-sponsored  prototype  403(b) plan
for  Class A  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  Distributor in accordance with certain  standards  approved by Lord
Abbett Distributor,  providing specifically for the use of our Class A 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,  Lord Abbett
Distributor or

<PAGE>


Lord Abbett-sponsored funds who consent to such purchase if such persons provide
services to Lord Abbett,  Lord Abbett  Distributor or such funds on a continuing
basis and are  familiar  with such fund,  (f) through  Retirement  Plans with at
least 100  eligible  employees,  and (g) 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 Distributor or Lord
Abbett (other than a money market fund),  if such  redemptions  have occurred no
more than 60 days  prior to the  purchase  of our Class A 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
Class A shares  pursuant  to the  purchase  option  in (g)  above.  Lord  Abbett
Distributor  may suspend or terminate  the  purchase  option in (g) above at any
time. We plan to terminate this net asset value transfer  privilege in (g) above
on June 1, 1997.

CLASS A RULE 12B-1 PLAN. The Fund has adopted a Class A share Rule 12b-1 Plan on
behalf of each Series (the "A Plans,"  each, an "A Plan") which  authorizes  the
payment of fees to authorized  institutions  (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
Class A shareholder accounts and otherwise to encourage those accounts to remain
invested in the Series and (b) to sell Class A shares of the Series. Under the A
Plan, in order to save on the expense of  shareholders'  meetings and to provide
flexibility  to the Board of Directors,  the Board,  including a majority of the
outside directors who are not "interested persons" of the Fund as defined in the
Investment  Company Act of 1940, is  authorized  to approve  annual fee payments
from a Series' Class A assets of up to 0.50 of 1% of the average net asset value
of such assets  consisting of  distribution  and service fees, each at a maximum
annual rate not exceeding 0.25 of 1% (the "Fee Ceiling").

Under the A Plans,  the Board has  approved  payments by the Fund to Lord Abbett
Distributor  which uses or passes on to  authorized  institutions  (1) an annual
service fee (payable  quarterly) of .25% of the average daily net asset value of
the  Class A shares  serviced  by  authorized  institutions  and (2) a  one-time
distribution fee of up to 1% (reduced according to the following schedule: 1% of
the first $5 million,  .55% of the next $5 million, .50% of the next $40 million
and .25% over $50  million),  payable  at the time of sale on all Class A shares
sold during any  12-month  period  starting  from the day of the first net asset
value sale (i) at the $1 million  level by  authorized  institutions,  including
sales qualifying at such level under the rights of accumulation and statement of
intention privileges or (ii) through Retirement Plans with at least 100 eligible
employees. In addition, the Board has approved for those authorized institutions
which qualify,  a  supplemental  annual  distribution  fee equal to 0.10% of the
average  daily net  asset  value of the Class A shares  serviced  by  authorized
institutions  that have a satisfactory  program for the promotion of such shares
comprising a  significant  percentage  of the Class A assets,  with a lower than
average  redemption rate.  Institutions and persons  permitted by law to receive
such fees are "authorized institutions".

Under the A Plans, Lord Abbett Distributor is permitted to use payments received
to provide continuing  services to Class A shareholder  accounts not serviced by
authorized  institutions and, with Board approval, to finance any activity which
is primarily intended to result in the sale of Class A shares. Any such payments
are subject to the Fee Ceiling.  Any  payments  under that Plan not used by Lord
Abbett Distributor in this manner are passed on to authorized institutions.

<PAGE>


Holders of Class A shares on which the 1% sales  distribution  fee has been paid
may be  required to pay such Series on behalf of its Class A shares a CDSC of 1%
of the  original  cost or the then net asset value,  whichever  is less,  of all
Class A 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.  (Exceptions  are made  for  redemptions  by
Retirement  Plans  due to any  benefit  payment  such  as Plan  loans,  hardship
withdrawals,  death,  retirement or separation from service with respect to plan
participants or the  distribution of any excess  contributions.)  If the Class A
shares have been  exchanged  into  another  Lord  Abbett-sponsored  fund and are
thereafter  redeemed out of the Lord Abbett family of funds on or before the end
of such twenty-fourth  month, the charge will be collected for the Series' Class
A shares by the other fund. The Series will collect such a charge for other Lord
Abbett-sponsored funds in a similar situation.

BUYING  CLASS B SHARES.  Class B shares  are sold at net  asset  value per share
without an initial  sales  charge.  However,  if Class B shares are redeemed for
cash before the sixth anniversary of their purchase, a CDSC may be deducted from
the redemption proceeds. That sales charge will not apply to shares purchased by
the reinvestment of dividends or capital gains distributions. The charge will be
assessed  on the  lesser  of the net  asset  value of the  shares at the time of
redemption  or the  original  purchase  price.  The Class B CDSC is paid to Lord
Abbett Distributor to compensate it for its services rendered in connection with
the distribution of Class B shares, including the payment and financing of sales
commissions. See "Class B Rule 12b-1 Plan" below.

To determine  whether the CDSC applies to a redemption,  the Fund redeems shares
in the following  order:  (1) shares  acquired by  reinvestment of dividends and
capital  gains  distributions,  (2) shares held until the sixth  anniversary  of
their  purchase  or later,  and (3)  shares  held the  longest  before the sixth
anniversary of their purchase.

The amount of the CDSC will depend on the number of years since you invested and
the dollar amount being redeemed, according to the following schedule.

ANNIVERSARY
OF THE DAY ON              CONTINGENT DEFERRED
WHICH THE PURCHASE         SALES CHARGE ON
ORDER WAS ACCEPTED         REDEMPTIONS
                           (AS % OF AMOUNT
On              Before     SUBJECT TO CHARGE)
- --------------------------------------------------------------------------------
                1st              5.0%
- --------------------------------------------------------------------------------
1st             2nd              4.0%
- --------------------------------------------------------------------------------
2nd             3rd              3.0%
- --------------------------------------------------------------------------------
3rd             4th              3.0%
- --------------------------------------------------------------------------------
4th             5th              2.0%
- --------------------------------------------------------------------------------
5th             6th              1.0%
- --------------------------------------------------------------------------------
on or after the                  None
6th anniversary

In the table,  an  "anniversary"  is the 365th day subsequent to a purchase or a
prior  anniversary.  All  purchases  are  considered  to have  been  made on the
business  day the  purchase was made.  See "Buying  Shares  Through Your Dealer"
above.

If  Class  B  shares  are  exchanged   into  the  same  class  of  another  Lord
Abbett-sponsored  fund and the new shares  are  subsequently  redeemed  for cash
before the sixth anniversary of the original purchase,  the CDSC will be payable
on the new shares on the basis of the time elapsed  from the original  purchase.
The Series will collect such a charge for other Lord Abbett-sponsored funds in a
similar situation.

WAIVER OF CLASS B SALES CHARGES.  The Class B CDSC will not be applied to shares
purchased in certain types of transactions  nor will it apply to shares redeemed
in certain circumstances as described below.
The Class B CDSC will be waived for redemptions of shares (i) in connection with
the  Systematic  Withdrawal  Plan and  Div-Move  services,  as described in more
detail under  "Shareholder  Services" below, (ii) by Retirement Plans due to any
benefit payment such as Plan loans, hardship withdrawals,  death,  retirement or
separation from service with respect to plan participants or the distribution of
any excess contributions, (iii) in connection with mandatory distributions under
403(b) plans and individual  retirement accounts and (iv) in connection with the
death of the shareholder.

CLASS B RULE 12B-1 PLAN. The Fund has adopted a Class B share Rule 12b-1 Plan on
behalf of each Series (the "B Plans",  each a "B Plan")  under which each Series
periodically  pays Lord Abbett  Distributor (i) an annual service fee of 0.25 of
1% of the average daily net asset value of the Class B shares and (ii) an annual
distribution  fee of 0.75 of 1% of the average  daily net asset value of Class B
shares that are outstanding for less than 8 years.

Lord  Abbett   Distributor  uses  the  service  fee  to  compensate   authorized
institutions  (except  as to certain  accounts  for which  tracking  data is not
available)  for  providing  personal  services  for  accounts  that hold Class B
shares. Those services are similar to those provided under the A Plan, described
above.

Lord Abbett  Distributor  pays an up-front  payment to  authorized  institutions
totalling 4%,  consisting of 0.25% for service and 3.75% for a sales  commission
as described below.

<PAGE>


Lord Abbett Distributor pays the 0.25% service fee to authorized institutions in
advance for the first year after Class B shares have been sold by the authorized
institutions.  After  the  shares  have  been  held  for  a  year,  Lord  Abbett
Distributor pays the service fee on a quarterly basis.  Lord Abbett  Distributor
is entitled to retain such service fee payable under the B Plans with respect to
accounts  for which there is no  authorized  institution  of record or for which
such authorized  institution  did not qualify.  Although not obligated to do so,
Lord Abbett  Distributor may waive receipt from the Series of part or all of the
service fee payments.

The  0.75%  annual  distribution  fee is  paid  to Lord  Abbett  Distributor  to
compensate it for its services  rendered in connection with the  distribution of
Class B shares,  including  the  payment  and  financing  of sales  commissions.
Although Class B shares
are  sold  without  a  front-end  sales  charge,Lord   Abbett  Distributor  pays
authorized  institutions  responsible  for  sales  of  Class  B  shares  a sales
commission of 3.75% of the purchase  price.  This payment is made at the time of
sale  from  Lord  Abbett  Distributor's  own  resources.  Lord  Abbett  has made
arrangements to finance these commission  payments,  which arrangements  include
non-recourse  assignments by Lord Abbett  Distributor to the financing  party of
such distribution and CDSC payments concerning Class B shares.

The  distribution  fee and CDSC payments  described above allow investors to buy
Class B shares  without a front-end  sales  charge  while  allowing  Lord Abbett
Distributor to compensate authorized  institutions that sell Class B shares. The
CDSC is intended to supplement Lord Abbett  Distributor's  reimbursement for the
commission  payments it has made with  respect to Class B shares and its related
distribution  and financing  costs. The distribution fee payments are at a fixed
rate and the CDSC payments are of a nature that,  during any year, both forms of
payment may not be  sufficient  to  reimburse  Lord Abbett  Distributor  for its
actual  expenses.  Neither  Series is liable for any  expenses  incurred by Lord
Abbett Distributor in excess of (i) the amount of such distribution fee payments
to be received by Lord Abbett  Distributor  and (ii)  unreimbursed  distribution
expenses of Lord Abbett  Distributor  incurred in a prior plan year,  subject to
the right of the Board of Directors or  shareholders to terminate a B Plan. Over
the long term, the expenses incurred by Lord Abbett Distributor are likely to be
greater than such distribution fee and CDSC payments. Nevertheless, there exists
a possibility that for a short-term period Lord Abbett  Distributor may not have
sufficient expenses to warrant reimbursement by receipt of such distribution fee
payments.  Although  Lord  Abbett  Distributor  does not intend to make a profit
under  the  B  Plans,  a  B  Plan  is  considered  a  compensation  plan  (i.e.,
distribution  fees are paid  regardless of expenses  incurred) in order to avoid
the   possibility  of  Lord  Abbett   Distributor  not  being  able  to  receive
distribution fees because of a temporary timing difference between its incurring
expenses and receipt of such distribution fees.

ATOMATIC CONVERSION OF CLASSB SHARES. On the eighth anniversary of your purchase
of Class B shares,  those shares will  automatically  convert to Class A shares.
This conversion  relieves Class B shareholders of the higher annual distribution
fee that  applies  to Class B shares  under the  Class B Rule  12b-1  Plan.  The
conversion is based on the relative net asset values of the two classes,  and no
sales charge or other charge is imposed.  When Class B shares convert, any other
Class  B  shares  that  were  acquired  by the  reinvestment  of  dividends  and
distributions  will  also  convert  to Class A shares on a pro rata  basis.  The
conversion  feature is subject to the  continued  availability  of an opinion of
counsel or of a tax ruling described in "Purchases,  Redemptions and Shareholder
Services" in the Statement of Additional Information.

BUYING  CLASS C SHARES.  Class C shares  are sold at net  asset  value per share
without an initial  sales  charge.  However,  if Class C shares are redeemed for
cash  before  the  first  anniversary  of their  purchase,  a CDSC of 1% will be
deducted from the redemption proceeds.  That reimbursement charge will not apply
to  shares   purchased  by  the  reinvestment  of  dividends  or  capital  gains
distributions.  The charge will be assessed on the lesser of the net asset value
of the shares at the time of  redemption  or the original  purchase  price.  The
Class C CDSC is paid to the  appropriate  Series to reimburse it, in whole or in
part,  for the service and  distribution  fee payments made by the Series at the
time such shares were sold, as described below.

To determine whether the CDSC applies to a redemption, the Series redeems shares
in the following  order:  (1) shares  acquired by  reinvestment of dividends and
capital gains distributions, (2) shares held for one year or more and (3) shares
held the longest  before the first  anniversary  of their  purchase.  If Class C
shares  are   exchanged   into  the  same  class  of  another   Series  or  Lord
Abbett-sponsored  fund and subsequently redeemed before the first anniversary of
their  original  purchase,  the charge will be  collected by the other Series or
fund on behalf of such  Series'  Class C shares.  The Series will collect such a
charge for other Lord Abbett-sponsored funds in a similar situation.

<PAGE>


CLASS C 12B-1  PLAN.  The Fund has  adopted a Class C share  Rule  12b-1 Plan on
behalf of each Series (the "C Plans," each a "C Plan") under which (except as to
certain  accounts  for which  tracking  data is not  available)  the Series pays
authorized  institutions through Lord Abbett Distributor (1) a service fee and a
distribution  fee, at the time  shares are sold,  not to exceed 0.25 and 0.75 of
1%,  respectively,  of the  net  asset  value  of  such  shares  and (2) at each
quarter-end after the first anniversary of the sale of shares, fees for services
and   distribution  at  annual  rates  not  to  exceed  0.25  and  0.75  of  1%,
respectively,  of the average annual net asset value of such shares  outstanding
(payments with respect to shares not  outstanding  during the full quarter to be
prorated). These service and distribution fees are for purposes similar to those
mentioned  above with respect to the A Plan.  Sales in clause (1) exclude shares
issued for  reinvested  dividends and  distributions  and shares  outstanding in
clause (2) include  shares issued for  reinvested  dividends  and  distributions
after the first anniversary of their issuance.

6 SHAREHOLDER SERVICES

We offer the following shareholder services:
  Telephone  Exchange  Privilege:  Shares  may be  exchanged,  without a service
charge: (a) for shares of the same class of any other Lord Abbett-sponsored fund
except for (i) LAEF, LARF and LASF 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 and (b) for  shares  of any  authorized  institution's
affiliated  money market fund satisfying  Lord Abbett  Distributor as to certain
omnibus account and other criteria (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 ("SWP"):  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. With respect to Class B shares,
the CDSC will be waived on  redemptions of up to 12% per year of the current net
asset  value of your  account at the time your SWP is  established.  For Class B
shares (over 12% per year) and C shares,  redemption  proceeds due to a SWP will
be derived from the following  sources in the order listed:  (1) shares acquired
by reinvestment of dividends and capital gains, (2) shares held for six years or
more  (Class B) or one year or more  (Class C); and (3) shares  held the longest
before the sixth  anniversary  of their  purchase  (Class B) or before the first
anniversary of their purchase (Class C). For Class B share  redemptions over 12%
per year,  the CDSC  will  apply to the  entire  redemption.  Therefore,  please
contact  the Fund  for  assistance  in  minimizing  the CDSC in this  situation.
Shareholders  should be careful in establishing a SWP,  especially to the extent
that such withdrawals exceed the annual total return for a class, in which case,
the  shareholder's  original  principal  will be invaded and, over time,  may be
depleted.

Div-Move:  You can  invest  the  dividends  paid on your  account  ($50  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.  Such  dividends  are not  subject  to a CDSC.  You  should  read the
prospectus of the other fund before investing.

<PAGE>


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  retirement  plan  documents,
including 401(k) plans and custodial agreements for IRAs (Individual  Retirement
Accounts,  including SIMPLE IRAs and Simplified Employee Pensions), 403(b) plans
and pension and profit-sharing plans.

Householding:  A single copy of an annual or semi-annual  report will be 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 the 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  with the advice of Lord Abbett.  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 67
years and  currently  manages  approximately  $22  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 similar services to twelve other Lord
Abbett-sponsored  funds having  various  investment  objectives and also advises
other  investment  clients.  E. Wayne Nordberg,  Executive Vice President of the
Fund and Lord Abbett Partner,  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 and Lord Abbett
Partner and its Director of Fixed  Income,  serves as  portfolio  manager of the
Income Series. He is assisted by Timothy W. Horan,  Executive Vice President and
Jerald M. Lanzotti,  Vice  President  .Prior to joining Lord Abbett in 1992, Mr.
Brown was Executive Vice President of Equitable Capital Management  Corporation.
He has over 20 years of investment experience.

Lord Abbett has entered into an agreement  with  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 Sub-Adviser
is controlled by Edinburgh Fund Managers Group plc which indirectly owns 100% of
the  outstanding  voting  stock  of the  Sub-Adviser.  The  Sub-Adviser  and its
predecessors  date  back  124  years to 1873 and it  manages  approximately  $10
billion which is invested globally.  The Sub-Adviser  furnishes Lord Abbett with
advice and recommendations with respect to the foreign assets,  including advice
about 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, 1996,  Lord Abbett paid the Sub-Adviser a monthly
fee equal to one-half of Lord  Abbett's fee as  described  above with respect to
the Equity Series. For the fiscal year ended December 31, 1996, 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, 1996 for the Equity  Series was 1.52% (Class A)
and for the period August 1, 1996 through  December 31, 1996 were .83% (Class B)
and .83% (Class C). The ratios of expenses,  including  management fee expenses,
to average net assets for the year ended December 31, 1996 for the Income Series
was 1.04% (Class A); for the period August 1, 1996 through December 31, 1996 was
 .73% (Class B) and for the period July 15, 1996  through  December  31, 1996 was
 .87% (Class C).

<PAGE>


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
Class A share expense ratio above 1.52%,  in the case of the Equity  Series,  or
1.04%, 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, 1996). See the Statement of Additional Information.

THE FUND. The Fund is a diversified  open-end  management  company  incorporated
under  Maryland law on February  23, 1988.  Each Series and its Class A, B and C
shares have equal rights as to voting, dividends, assets and liquidation, except
for differences resulting from certain class-specific expenses.

8 DIVIDENDS,CAPITAL GAINS DISTRIBUTIONS AND TAXES

The Equity  Series is  expected  to pay  dividends  from net  investment  income
semi-annually.  The Income Series is a daily  dividend fund that pays  dividends
from net investment income monthly. 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  distributions  are  expected to 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.  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 has been proposed that 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.

<PAGE>


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 (i) without the payment of a sales
charge or (ii) with reimbursement for the payment of any CDSC. Such reinvestment
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 Fund ended its fiscal  year on December  31,  1996 with net asset  values of
$12.55 per share for the Class A shares, $12.53 per share for the Class B shares
and $12.54 per share for the Class C shares of the Equity Series.  The net asset
values for the Class A, B and C shares of the Income  Series was $8.34 per share
 .

Equity Series. For most of fiscal 1996, the U.S. economy  demonstrated  stronger
than expected  growth.  U.S.  stock market  returns  climbed to all-time  highs;
fiscal 1996 marked the first time that the U.S.  stock market  outperformed  the
European, Asia and Far East Index (EAFE) for six consecutive years.

Against this backdrop,  we reduced the Series' U.S.  holdings over the course of
the year in favor of securities  traded in more undervalued  areas, such as Asia
(especially Japan) and Latin America. In addition,  the Series gradually reduced
its holdings in Europe,  as many countries  struggled with financial  structures
put into  place  to work  towards  meeting  currency  convergence  requirements.
Lastly, the Series increased its targeted weighting in Canadian securities to 5%
of the portfolio, as selected banks and natural gas companies offered attractive
values relative to the U.S.

<PAGE>


Income  Series.   Over  the  past  fiscal  year,  the  Series   concentrated  on
opportunities  in four areas.  In Canada,  the Series  increased its holdings of
Canadian  government  bonds to 20%,  capturing  both high yield and a  favorable
exchange  rate.  In response to subdued  economic  growth in Europe,  the Series
shifted assets to the high-yield  countries of Italy,  Spain and Sweden (roughly
doubling  its  exposure  from 9% to 18%),  while  reducing  its holdings in core
countries like the Netherlands,  Belgium and France in favor of Germany.  In the
U.S.,  against the  backdrop of a slowing  U.S.  economy and  unchanged  Federal
Reserve policy, the Series reduced its weighting in mortgage-backed  securities;
at the close of the year, U.S. holdings totaled 28% of the portfolio.

YIELD AND TOTAL RETURN . Yield and total return data may,  from time to time, be
included in  advertisements  about the Fund. Each class of shares calculates its
"yield" by dividing a Class' 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 yield of each class will differ because of the different
expenses  (including actual 12b-1 fees) of each class of shares.  The yield data
represents  a  hypothetical  investment  return on the  portfolio,  and does not
measure an investment  return based on dividends  actually paid to shareholders.
To show that return, a dividend distribution rate may be calculated.  A dividend
distribution  rate is  calculated  by dividing the  dividends of a class derived
from net investment  income during a stated period by the maximum offering price
on the last day of the  period.  The yield and  dividend  distribution  rate for
Class A shares  reflect the deduction of the maximum  initial sales charge,  but
may also be shown  based on the  Fund's net asset  value per  share.  Yields for
Class B and Class C shares do not reflect the deduction of the CDSC.

"Total return" for the one-, five- and ten-year  periods  represents the average
annual  compounded  rate of return on an  investment of $1,000 in a Class at the
maximum public offering  price.  When total return is quoted for Class A shares,
it includes the payment of the maximum  initial sales charge.  When total return
is  shown  for  Class B and  Class C  shares,  it  reflects  the  effect  of the
applicable  CDSC.  Total return also may be presented for other periods or based
on investments at reduced sales charge levels or net asset value.  Any quotation
of total return not reflecting the maximum sales charge  (front-end,  level,  or
back-end)  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. See "Past Performance" in
the Statement of Additional Information for a more detailed description.

The Income  Series'  dividend  distribution  rate may differ  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 face value,  and so the market
value of the security will gradually decrease to face value, assuming no changes
in  the  market  rate  of  interest  or in the  credit  quality  of the  issuer.
Shareholders of the Income Series should recognize that such dividends therefore
will tend to decrease  the net asset value per share.  Dividends  paid from this
interest income are taxable to shareholders at ordinary income 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 "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>


The performance of the Class A shares of each multi-class  Series which is shown
in the  comparison  below will be greater than or less than that shown below for
Class B and Class C shares based on the  differences  in sales  charges and fees
paid by shareholders investing in different classes.

Comparison  of  change  in value of a  $10,000  investment  in Class A shares of
Equity Series, assuming reinvestment of all dividends and distributions, and the
unmanaged Morgan Stanley World Index.

GLOBAL EQUITY
               The                   The
               Fund at             Fund at
               Net Asset      Maximum Offering   Morgan Stanley
Date            Value              Price          World Index
 9/30/88        10000                9426           10000
12/31/88        10437                9837           11143
12/31/89        12288               11582           13059
12/31/90        10798               10178           10901
12/31/91        12392               11681           12969
12/31/92        12178               11478           12365
12/31/93        15351               14469           15225
12/31/94        15337               14456           16075
12/31/95        16747               15785           19501
12/31/96        18149               17108           22231


                   Average Annual Total Return
                      for Class A Shares(3)
                 1 Year    5 Years   Life of Series
                  2.20%     6.64%        6.72%


                    Average Annual Total Return
                      for Class B Shares(4)
                          Life of Class
                        (8/1/96-12/31/96)
                             -0.63%

                  Average Annual Total Return
                    for Class C Shares(5)
                        Life of Class
                      (8/1/96-12/31/96)
                            3.65%

G
Comparison  of  change  in value of a  $10,000  investment  in Class A shares of
Income Series, assuming reinvestment of all dividends and distributions, and the
unmanaged J.P. Morgan Global Government Bond Index.

LOBAL INCOME
               The                   The          J.P Morgan
               Fund at             Fund at          Global
               Net Asset      Maximum Offering     Government
Date            Value              Price           Bond Index
 9/30/88        10000                9525           10000
12/31/88        10141                9659           10422
12/31/89        11214               10682           11132
12/31/90        12546               11950           12442
12/31/91        14344               13662           14363
12/31/92        15169               14449           15016
12/31/93        16806               16007           16858
12/31/94        16235               15463           17074
12/31/95        19134               18224           19547
12/31/96        20304               19339           20407

                   Average Annual Total Return
                     for Class A Shares(3)
                  1 Year      5 Years     Life of Series
                  1.10%        6.15%         8.32%

                 Average Annual Total Return
                    for Class B Shares(4)
                       Life of Class
                    (8/1/96-12/31/96)
                          0.32%

                 Average Annual Total Return
                   for Class C Shares(5)
                       Life of Class
                    (7/15/96-12/31/96)
                           6.33%

(1)Data  reflects the deduction of the maximum initial sales charge of 5.75% for
the Equity Series and 4.75% for the Income Series applicable to Class A shares.

(2)Performance  numbers for the unmanaged  Morgan Stanley World and J.P.  Morgan
Global  Government Bond Indices do not reflect  transaction  costs or management
fees. An investor cannot invest directly in either Index.

(3)Total  return is the percent change in value,  after deduction of the maximum
initial sales charge of 5.75%  applicable to Class A shares of the Equity Series
and 4.75% applicable to Class A shares of the Income Series,  with all dividends
and  distributions  reinvested  for the periods  shown ending  December 31, 1996
using the SEC-required uniform method to compute such return.

(4) The Class B shares were first offered on August 1, 1996. Performance numbers
are not annualized and reflect the deduction of a 5% CDSC.

(5)The Class C shares were first offered on August 1, 1996 for the Equity Series
and on July  15,  1996  for  the  Income  Series.  Performance  numbers  are not
annualized and reflect the deduction of a 1% CDSC.

<PAGE>



Investment Manager and Underwriter
Lord, Abbett & Co. and Lord Abbett Distributor LLC
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 Printed in the U.S.A.

<PAGE>



PROSPECTUS 97
May 1, 1997

LORD ABBETT GLOBAL FUND

EQUITY SERIES

INCOME SERIES
<PAGE>

 LORD ABBETT

STATEMENT OF ADDITIONAL INFORMATION                                 MAY 1, 1997


                                   LORD ABBETT
                                GLOBAL FUND, INC.



This Statement of Additional  Information is not a Prospectus.  A Prospectus for
Lord Abbett  Global Fund,  Inc.  (the  "Fund"or  "We") may be obtained from your
securities   dealer  or  from  Lord  Abbett   Distributor   LLC  ("Lord   Abbett
Distributor")  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, 1997.

Our Board of Directors  has  authority  to create and classify  shares of common
stock in 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  authorized at $0.001 par value.  Both Series  consist of three
classes (A, B and C). The Board of  Directors  will  allocate  these  authorized
shares among the classes of each Series from time to time. All shares have equal
noncumulative  voting rights and equal rights with respect to dividends,  assets
and liquidation, except for certain class-specific expenses. They are fully paid
and  nonassessable  when issued and have no  preemptive  or  conversion  rights.
Although  no present  plans exist to do so,  further  series may be added in the
future.  The  Investment  Company Act of 1940, as amended (the "Act"),  requires
that where more than one series  exists,  each series must be preferred over all
other series in respect of assets specifically allocated to such 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 class or series affected
by such  matter.  Rule 18f-2  further  provides  that a class or series shall be
deemed to be affected by a matter  unless the  interests of each class or series
in the  matter are  substantially  identical  or the matter  does not affect any
interest of such class or series.  However,  the Rule  exempts the  selection of
independent  public  accountants,  the  approval of a contract  with a principal
underwriter and the election of directors from the separate voting  requirements
of the Rule.

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 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                              18
                  7.  Taxes                                         19
                  8.  Information About the Fund                    20
                  9.  Financial Statements                          21
                 10.  Appendix                                      22



<PAGE>



                                       1.
                               Investment Policies


FUNDAMENTAL INVESTMENT RESTRICTIONS
We are subject to the following investment  restrictions which cannot be changed
without  approval of a majority of our outstanding  shares.  Neither Series may:
(1) borrow  money,  except  that (i) it may borrow from banks (as defined in the
Act)  in  amounts  up to 33 1/3%  of its  total  assets  (including  the  amount
borrowed),  (ii) it may borrow up to an  additional  5% of its total  assets for
temporary  purposes,  (iii)  it may  obtain  such  short-term  credit  as may be
necessary for the clearance of purchases and sales of portfolio  securities  and
(iv) it may purchase  securities on margin to the extent permitted by applicable
law; (2) pledge its assets  (other than to secure  borrowings,  or to the extent
permitted by the Series'  investment  policies as permitted by applicable  law);
(3) engage in the  underwriting  of securities,  except  pursuant to a merger or
acquisition  or to the extent that, in connection  with the  disposition  of its
portfolio  securities,  it may be  deemed  to be an  underwriter  under  federal
securities laws; (4) make loans to other persons, except that the acquisition of
bonds,   debentures  or  other  corporate  debt  securities  and  investment  in
government obligations, commercial paper, pass-through instruments, certificates
of  deposit,   bankers  acceptances,   repurchase   agreements  or  any  similar
instruments  shall not be subject to this  limitation,  and except  further that
each  Series may lend its  portfolio  securities,  provided  that the lending of
portfolio securities may be made only in accordance with applicable law; (5) buy
or sell real estate  (except that a Series may invest in securities  directly or
indirectly  secured by real estate or  interests  therein or issued by companies
which invest in real estate or interests  therein) or  commodities  or commodity
contracts (except to the extent a Series may do so in accordance with applicable
law and without  registering  as a commodity  pool operator  under the Commodity
Exchange Act as, for example,  with futures contracts);  (6) with respect to 75%
of  the  gross  assets  of the  Equity  Series,  buy  securities  of one  issuer
representing  more  than  (i) 5% of the  Equity  Series'  gross  assets,  except
securities  issued  or  guaranteed  by the  U.S.  Government,  its  agencies  or
instrumentalities  or (ii) 10% of the  voting  securities  of such  issuer;  (7)
invest more than 25% of its assets,  taken at market value, in the securities of
issuers in any particular industry (excluding securities of the U.S. Government,
its  agencies and  instrumentalities);  or (8) issue  senior  securities  to the
extent such issuance would violate applicable law.

With respect to the restrictions mentioned herein, compliance therewith will not
be affected by changes in the market value of portfolio  securities  but will be
determined at the time of purchase or sale of such securities.

NON-FUNDAMENTAL   INVESTMENT   RESTRICTIONS.   In  addition  to  the  investment
restrictions above which cannot be changed without  shareholder  approval,  each
Series is also  subject to the  following  non-fundamental  investment  policies
which may be changed by the Board of  Directors  without  shareholder  approval.
Neither Series may: (1) borrow in excess of 5% of its gross assets taken at cost
or market value, whichever is lower at the time of borrowing, and then only as a
temporary measure for extraordinary or emergency purposes;  (2) make short sales
of securities  or maintain a short  position  except to the extent  permitted by
applicable  law;  (3) invest  knowingly  more than 15% of its net assets (at the
time of investment) in illiquid securities, except for securities qualifying for
resale under Rule 144A of the Securities Act of 1933, deemed to be liquid by the
Board of Directors;  (4) invest in the securities of other investment  companies
except as  permitted by  applicable  law;  (5) invest in  securities  of issuers
which,  with  their  predecessors,  have a  record  of less  than  three  years'
continuous  operations,  if more  than 5% of a  Series'  total  assets  would be
invested in such securities (this restriction shall not apply to mortgage-backed
securities,  asset-backed  securities or obligations issued or guaranteed by the
U. S. Government, its agencies or instrumentalities); (6) hold securities of any
issuer  if more  than  1/2 of 1% of the  securities  of such  issuer  are  owned
beneficially  by one or more officers or directors of the Fund or by one or more
partners  or members of a Series'  underwriter  or  investment  adviser if these
owners in the aggregate own beneficially  more than 5% of the securities of such
issuer;  (7)  invest  in  warrants  if,  at the  time  of the  acquisition,  its
investment in warrants,  valued at the lower of cost or market,  would exceed 5%
of such Series' total assets (included within such limitation, but not to exceed
2% of such Series'  total assets,  are warrants  which are not listed on the New
York or American Stock Exchange or a major foreign exchange); (8) invest in real
estate limited  partnership  interests or interests in oil, gas or other mineral
leases,  or exploration or other development  programs,  except that each Series
may invest in  securities  issued by companies  that engage in oil, gas or other
mineral exploration or other development activities; (9) write, purchase or sell
puts, calls,  straddles,  spreads or combinations thereof,  except to the extent
permitted

                                                         2

<PAGE>



in the Fund's prospectus and statement of additional information, as they may be
amended  from  time to time;  or (10)  buy from or sell to any of its  officers,
directors,  employees,  or its  investment  adviser  or  any  of  its  officers,
directors, partners or employees, any securities other than shares of the Fund's
common stock.

The Income  Series  will be  required  to meet the  diversification  rules under
Subchapter M of the Internal Revenue Code.

Although it has no current  intention to do so, the Fund may invest in financial
futures and options on financial futures.

PORTFOLIO TURNOVER RATE

For the fiscal  years ended  December 31, 1996 and 1995 the  portfolio  turnover
rates were 81.97% and 83.32% for the Equity Series and 621.79% and 1,073.69% for
the Income Series, respectively.

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

                                                         3

<PAGE>



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 covered call options on securities
it owns ("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 and any SEC staff
interpretations  thereof 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,  equity and debt securities
consistent with the Fund's policies and such SEC requirements 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

                                                         4

<PAGE>



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.

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

                                                         5

<PAGE>



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. ("Lord Abbett"),  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 twelve 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.

Robert S. Dow, age 52, Chairman and President
E. Wayne Nordberg, age 58, Vice President

The following  outside  directors  are also  directors or trustees of the twelve
other Lord Abbett-sponsored funds referred to above.

E. Thayer Bigelow
Courtroom Television Network
600 Third Avenue
New York, New York 10016

Chief Executive Officer of Courtroom Television Network. Formerly President and 
Chief Executive Officer of Time Warner Cable Programming, Inc.  Age 55.

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 66.

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

Retired.  Former Chairman of Independent Election Corporation of America, 
a proxy tabulating firm.  Age 71.

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 and Chief  Executive  Officer of Nestle Foods Corp, and prior to that,
President and 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 63.



                                                         6

<PAGE>



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

President and Chief Executive Officer of Rochester Button Company.  Age 68.

Thomas J. Neff
Spencer Stuart U.S.
277 Park Avenue
New York, New York

Chairman of Spencer Stuart U.S., an executive search consulting firm. Age 59.

The second column of the following table sets forth the compensation accrued for
the Fund's  outside  directors.  The third  column sets forth  information  with
respect to the equity-based  benefits accrued for outside  directors by the Lord
Abbett-  sponsored funds. The fourth column sets forth  information with respect
to the  retirement  plan for outside  directors  maintained  by each of the Lord
Abbett-sponsored  funds.  The fifth  column  sets  forth the total  compensation
payable  by such  funds  to the  outside  directors.  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.

<TABLE>
<CAPTION>

                                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
         (1)                  (2)                  (3)                    (4)                      (5)

<S>                           <C>                  <C>                    <C>                      <C>
                                                                      Estimated Annual          For Year Ended
                                               Equity-Based           Benefits Under            December 31, 1996
                                               Benefits Accrued       Retirement Plans          Total Compensation
                           Aggregate           by the Fund and        to be Paid by the         Accrued by the Fund and
                           Compensation        Twelve Other Lord      Fund and Twelve           Twelve Other Lord
                           Accrued by          Abbett-sponsored       Other Lord Abbett-        Abbett-sponsored
NAME OF DIRECTOR           THE FUND1           FUNDS2                 SPONSORED FUNDS2          FUNDS3

E. Thayer Bigelow          $1,068              $11,563                None                      $48,200
Stewart S. Dixon           $1,036              $22,283                None                      $46,700
John C. Jansing            $1,036              $28,942                $50,000                   $46,700
C. Alan MacDonald          $1,068              $29,942                None                      $48,200
Hansel B. Millican, Jr.    $1,100              $24,499                None                      $49,600
Thomas J. Neff             $1,039              $15,990                None                      $46,900


<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
amounts of the  aggregate  compensation  payable by the Fund as of December  31,
1996, deemed invested in Fund shares, including dividends reinvested and changes
in net asset value  applicable to such deemed  investments,  were: Mr.  Bigelow,
$2,778;  Mr. Dixon,  $6,188;  Mr. Jansing,  $8,663;  Mr. MacDonald,  $6,148; Mr.
Millican, $8,739 and Mr. Neff, $8,620.

2. Each Lord  Abbett-sponsored fund has a retirement plan providing that outside
directors may receive annual retirement benefits for life equal to 100% of their
final annual retainers following  retirement at or after age 72 with at least 10
years of  service.  Each 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. Such retirement plans,
and the  deferred  compensation  plans  referred to in footnote  one,  have been
amended  recently to, among other things,  enable outside  directors to elect to
convert their  prospective  benefits under the retirement  plans to equity-based
benefits under the deferred  compensation  plans (renamed the equity-based plans
and  hereinafter  referred to as such).  Five of the six outside  directors made
such an  election.  The  amounts  accrued  in column 3 were  accrued by the Lord
Abbett-sponsored  funds  during the  fiscal  year ended  October  31,  1996 with
respect to the equity-based plans.

                                                         7

<PAGE>



These accruals were based on the plans as in effect before the recent amendments
and on the fees  payable to outside  directors of the Fund during the year ended
October 31, 1996. Under the recent amendments, the annual retainer was increased
to $50,000 and the annual retirement benefits were increased from 80% to 100% of
a  director's  final  annual  retainer.  The amount  stated in column 4 would be
payable annually under the retirement plans as recently amended if that director
was to retire at age 72 and the  annual  retainer  payable  by the funds was the
same as it is today.

3. This  column  shows  aggregate  compensation,  including  directors  fees and
attendance  fees for board and committee  meetings,  of a nature  referred to in
footnote one, accrued by the Lord  Abbett-sponsored  funds during the year ended
December 31, 1996.
</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, Brown, Carper, Cutler, Ms. Foster,  Messrs. Morris, Noelke,  Nordberg and
Walsh are partners of Lord Abbett; the others are employees;  Zane E. Brown, age
45,  Timothy W.  Horan,  age 42 (with Lord Abbett  since 1996 - formerly  Senior
Manager of Credit  Suisse;  prior thereto Vice  President of Aubrey G. Lanston &
Co.) and; E. Wayne  Nordberg,  age 58,  Executive  Vice  Presidents;  Kenneth B.
Cutler,  age 64, Vice President and Secretary;  Stephen I. Allen, age 43; Daniel
E. Carper,  age 45; Daria  Foster,  age 42;  Robert G.  Morris,  age 52;  Robert
Noelke, age 40; Paul A. Hilstad,  age 54 (with Lord Abbett since 1995 - formerly
Senior Vice  President  and General  Counsel of American  Capital  Management  &
Research,  Inc.); Thomas F. Konop, age 55; Jerald M. Lanzotti, age 29 (with Lord
Abbett  since 1996 - formerly an Associate  at  Deuthsche  Morgan  Grenfell/C.J.
Lawrence Inc.); A. Edward Oberhaus, age 37; Victor W. Pizzolato, age 64; John J.
Walsh,  age 61, Vice Presidents;  and Keith F. O'Connor,  age 41, Vice President
and 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 April 1, 1997, our officers and directors,  as a group, owned less than 1%
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 ten general  partners of Lord Abbett,  all of whom are
officers  and/or  directors of the Fund, are:  Stephen I. Allen,  Zane E. Brown,
Daniel E. Carper,  Kenneth B. Cutler,  Robert S. Dow, Daria L. Foster, Robert G.
Morris,  Robert J. Noelke,  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  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.  For the fiscal  years ended  December  31,  1995 and 1996 both  expense
ratios  were 1.04% for the Class A shares of the Income  Series.  For the period
August 1, 1996 through  December 31,  1996,  the expense  ratio was .73% for the
Class B shares and for the period July 15, 1996 through  December 31, 1996,  the
expense  ratio  was  .87% for the  Class C  shares  of the  Income  Series.  All
contingent obligations have been repaid to Lord Abbett by the Income Series. For
the fiscal years ended  December 31, 1995 and 1996 the expense ratios were 1.63%
and 1.52%,  respectively,  for the Class A shares of the Equity Series.  For the
period August 1, 1996 through  December 31, 1996,  the expense  ratios were .83%
for  the  Class  B and  .83%  for  the  Class C  shares  of the  Equity  Series.
Accordingly, the Equity Series did not have to make any repayment to Lord Abbett
and  the  entire  amount  of  its  contingent  obligation,   $283,550,   remains
outstanding.


                                                         8

<PAGE>



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.


There is a  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 124 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  approximately $10 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  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"),  48 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:

                                                         9

<PAGE>



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:  Hong Kong 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

                                                        10

<PAGE>



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, 1996,  1995 and 1994,  the Fund paid
total  commissions  to  independent  broker-dealers  of  $372,219,  $347,151 and
$392,126, 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

                                                        11

<PAGE>



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 net asset  value per share for the Class B and Class C shares is  determined
in the same  manner  as for the Class A shares  (net  assets  divided  by shares
outstanding). Our Class B and Class C shares are sold at net asset value.

The maximum  offering prices of each Series' Class A shares on December 31, 1996
were computed as follows:

                                                 Equity              Income
                                                 SERIES              SERIES

Net asset value per share (net assets
divided by shares outstanding)...................$12.55              $8.34

Maximum offering price per
share (net asset value divided by
 .9425 and .9525, respectively)...................$13.31              $8.75

The Fund has entered into a distribution  agreement with Lord Abbett Distributor
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 Distributor'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 with respect to Class A shares as follows:

                                            Equity Series
                                       YEAR ENDED DECEMBER 31,

                                1996               1995                1994
                                ----               ----                ----

Gross sales charge           $ 310,158            $266,247           $540,318

Amount allowed
    to dealers               $267,318             $245,921           $465,423
                              --------            --------           --------

Net commissions
    received by
    Lord Abbett              $42,840              $ 20,326           $74,895
                              =======              =======            ======


                                                        12

<PAGE>


                                             Income Series
                                        YEAR ENDED DECEMBER 31,

                              1996                 1995               1994
                              ----                 ----               ----

Gross sales charge          $172,464             $308,511          $1,577,686

Amount allowed
    to dealers              $148,333             $265,179          $1,357,207
                            ---------            --------          ----------

Net commissions
    received by
    Lord Abbett             $24,131              $ 43,332          $   220,479
                             =======              ========          ==========


CONVERSION  OF CLASS B SHARES.  The  conversion  of Class B shares on the eighth
anniversary  of their purchase is subject to the  continuing  availability  of a
private  letter  ruling  from the  Internal  Revenue  Service,  or an opinion of
counsel or tax adviser, to the effect that the conversion of Class B shares does
not  constitute a taxable event for the holder under Federal  income tax law. If
such  a  revenue  ruling  or  opinion  is no  longer  available,  the  automatic
conversion  feature may be suspended,  in which event no further  conversions of
Class B shares would occur while such  suspension  remained in effect.  Although
Class B shares  could  then be  exchanged  for  Class A shares  on the  basis of
relative net asset value of the two classes,  without the  imposition of a sales
charge or fee, such exchange could constitute a taxable event for the holder.

CLASS A, B AND C RULE 12B-1 PLANS. As described in the Prospectus,  the Fund has
adopted  on  behalf  of each  class  of each  Series,  a  Distribution  Plan and
Agreement  pursuant to Rule 12b-1 of the Act:  the "A Plans",  the "B Plans" and
the "C  Plans",  respectively.  In  adopting  each  Plan  and in  approving  its
continuance,  the Board of Directors  has  concluded  that there is a reasonable
likelihood  that each Plan will  benefit  its  respective  Class and such Class'
shareholders.  The expected benefits include greater sales and lower redemptions
of Class  shares,  which should  allow each Class to maintain a consistent  cash
flow, and a higher quality of service to shareholders by authorized institutions
than would  otherwise be the case.  Lord Abbett used all amounts  received under
each Plan for payments to dealers for (i) providing  continuous  services to the
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 each Series.

The fees  payable  under  the A Plan,  B Plan and C Plan  are  described  in the
Prospectus.  For the fiscal  year ended  December  31, 1996 fees paid to dealers
under the A Plans for the Equity  Series and Income  Series  were  $236,553  and
$524,429, respectively.

For the period  August 1, 1996  through  December  31, 1996 fees paid to dealers
under the B Plans for the Equity  Series and Income Series were $350 and $1,070,
respectively.

For the period  August 1, 1996 through  December 31, 1996 for the Equity  Series
and for the  period  July 15,  1996  through  December  31,  1996 for the Income
Series,  fees  paid  to  dealers  under  the C  Plans  were  $625  and  $35,461,
respectively.

Each Plan  requires  the  directors  to review,  on a quarterly  basis,  written
reports of all amounts expended  pursuant to the Plan and the purposes for which
such  expenditures  were made.  Each Plan shall  continue  in effect only if its
continuance is specifically approved at least annually by vote of the directors,
including a majority of the directors who are not

                                                        13

<PAGE>



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 the Plan.  No Plan may be amended  to  increase  materially  above the
limits set forth therein the amount spent for distribution  expenses  thereunder
without  approval  by a majority of the  outstanding  voting  securities  of the
applicable  Class and the approval of a majority of the  directors,  including a
majority of the outside  directors.  Each Plan may be  terminated at any time by
vote of a majority  of the  outside  directors  or by vote of a majority  of its
Class's outstanding voting securities.

CONTINGENT  DEFERRED SALES CHARGES. A Contingent  Deferred Sales Charge ("CDSC")
(i) applies  regardless of class, (ii) will not apply to shares purchased by the
reinvestment of dividends or capital gains distributions; (iii) will be assessed
on the lesser of the net asset value of the shares at the time of  redemption or
the original  purchase  price and (iv) will not be imposed on the amount of your
account  value  represented  by the increase in net asset value over the initial
purchase price  (including  increases due to the  reinvestment  of dividends and
capital gains distributions) and upon early redemption of shares.

CLASS A SHARES. As stated in the Prospectus,  subject to certain  exceptions,  a
CDSC of 1% is imposed with respect to those Class A shares (or Class A shares of
another Lord  Abbett-sponsored  fund or series acquired through exchange of such
shares) on which the Fund has paid the one-time  distribution  fee of 1% 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.

CLASS B SHARES. As stated in the Prospectus,  subject to certain exceptions,  if
Class B shares  (or  Class B shares of  another  Lord  Abbett-sponsored  fund or
series  acquired  through  exchange of such shares) are redeemed out of the Lord
Abbett-sponsored  family of funds for cash before the sixth anniversary of their
purchase, a CDSC will be deducted from the redemption proceeds. The Class B CDSC
is paid to Lord Abbett  Distributor  to reimburse its  expenses,  in whole or in
part, for providing  distribution-related service to the Fund in connection with
the sale of Class B shares.

To determine  whether the CDSC applies to a redemption,  the Fund redeems shares
in the following  order:  (1) shares  acquired by  reinvestment of dividends and
capital gains  distributions,  (2) shares held on or after the sixth anniversary
of  their  purchase,   and  (3)  shares  held  the  longest  before  such  sixth
anniversary.

The amount of the contingent  deferred sales charge will depend on the number of
years since you invested and the dollar amount being redeemed,  according to the
following schedule

Anniversary of the Day on                      Contingent Deferred Sales Charge
Which the Purchase Order Was Accepted                   on Redemptions
                                              (As % of Amount Subject to Charge)
Before the 1st...............................................5.0%
On the 1st, before the 2nd...................................4.0%
On the 2nd, before the 3rd...................................3.0%
On the 3rd, before the 4th...................................3.0%
On the 4th, before the 5th...................................2.0%
On the 5th, before the 6th ..................................1.0%
On or after the 6th anniversary..............................None

In the table, an  "anniversary" is the 365th day subsequent to the acceptance of
a purchase  order or a prior  anniversary.  All purchases are considered to have
been made on the business day on which the purchase order was accepted.

CLASS C SHARES. As stated in the Prospectus,  subject to certain exceptions,  if
Class C shares  are  redeemed  for cash  before the first  anniversary  of their
purchase,  the  redeeming  shareholder  will be  required  to pay to the Fund on
behalf of Class C shares a CDSC of 1% of the lower of cost or the then net asset
value of Class C shares  redeemed.  If such shares are  exchanged  into the same
class of another Lord Abbett-sponsored fund and subsequently redeemed before the

                                                        14

<PAGE>



first  anniversary of their original  purchase,  the charge will be collected by
the other fund on behalf of the Series' Class C shares.

GENERAL.  The  percentage (1% in the case of Class A and C shares and 5% through
1% in the case of Class B shares) used to calculate  CDSCs  described  above for
the Class A, Class B and Class C shares is sometimes  hereinafter referred to as
the "Applicable Percentage".

With respect to Class A and Class B shares, no CDSC is payable on redemptions by
participants or beneficiaries from employer-sponsored retirement plans under the
Internal  Revenue  Code  for  benefit  payments  due  to  plan  loans,  hardship
withdrawals,  death,  retirement or  separation  from service and for returns of
excess  contributions  to  retirement  plan  sponsors.  With  respect to Class B
shares,  no CDSC is payable for  redemptions  (i) in connection  with Systematic
Withdrawal  Plan and Div-Move  services as described below under those headings,
(ii) in connection with mandatory  distribution  under 403(b) plans and IRAs and
(iii) in connection  with death of the  shareholder.  In the case of Class A and
Class C shares,  the CDSC 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  long-term  shareholder  account  in the  Fund.  In the case of Class B
shares,  the CDSC is  received  by Lord  Abbett  Distributor  and is intended to
reimburse  its  expenses of providing  distribution-related  service to the Fund
(including  recoupment of the commission  payments made) in connection  with the
sale of Class B shares before Lord Abbett  Distributor has had an opportunity to
realize its  anticipated  reimbursement  by having such a long-term  shareholder
account subject to the B Plan distribution fee.

The other funds and series which participate in the Telephone Exchange Privilege
(except (a) Lord Abbett U.S.  Government  Securities  Money  Market  Fund,  Inc.
("GSMMF"),  (b)  certain  series of Lord  Abbett  Tax-Free  Income Fund and Lord
Abbett  Tax-Free  Income Trust for which a Rule 12b-1 Plan is not yet in effect,
and (c) any authorized  institution's  affiliated  money market fund  satisfying
Lord  Abbett  Distributor  as to certain  omnibus  account  and other  criteria,
hereinafter  referred  to  as  an  "authorized  money  market  fund"  or  "AMMF"
(collectively,  the "Non-12b-1 Funds")) have instituted a CDSC for each class on
the same terms and conditions.  No CDSC will be charged on an exchange of shares
of the same class between Lord Abbett funds or between such funds and AMMF. Upon
redemption of shares out of the Lord Abbett family of funds or out of AMMF,  the
CDSC  will be  charged  on  behalf  of and  paid:  (i) to the fund in which  the
original purchase  (subject to a CDSC) occurred,  in the case of the Class A and
Class C shares and (ii) to Lord Abbett  Distributor if the original purchase was
subject to a CDSC, in the case of the Class B shares.  Thus, if shares of a Lord
Abbett fund are  exchanged for shares of the same class of another such fund and
the shares of the same class  tendered  ("Exchanged  Shares")  are  subject to a
CDSC,  the CDSC will carry over to the shares of the same class being  acquired,
including GSMMF and AMMF ("Acquired  Shares").  Any CDSC that is carried over to
Acquired  Shares is calculated as if the holder of the Acquired  Shares had held
those shares from the date on which he or she became the holder of the Exchanged
Shares.  Although the Non-12b-1  Funds will not pay a distribution  fee on their
own shares, and will, therefore,  not impose their own CDSC, the Non-12b-1 Funds
will collect the CDSC (a) on behalf of other Lord Abbett  funds,  in the case of
the Class A and Class C shares and (b) on behalf of Lord Abbett Distributor,  in
the case of the Class B shares. Acquired Shares held in GSMMF and AMMF which are
subject to a CDSC will be  credited  with the time such shares are held in GSMMF
but will not be credited with the time such shares are held in AMMF.  Therefore,
if your Acquired Shares held in AMMF qualified for no CDSC or a lower Applicable
Percentage at the time of exchange into AMMF,  that  Applicable  Percentage will
apply to  redemptions  for cash from AMMF,  regardless of the time you have held
Acquired Shares in AMMF.

In no event will the amount of the CDSC exceed the Applicable  Percentage 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 CDSC 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 12b-1 fee and,  in the case of Class B shares,  Lord
Abbett  Distributor  paid no sales  charge  or  service  fee  (including  shares
acquired   through   reinvestment   of  dividend   income  and   capital   gains
distributions) or (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 the case of Class A  shares);  for six years or more (in the
case of Class B

                                                        15

<PAGE>



shares) and for one year or more (in the case of Class C shares). In determining
whether a CDSC is  payable,  (a) shares not subject to the CDSC will be redeemed
before shares subject to the CDSC and (b) of the shares subject to a CDSC, those
held the longest will be the first to be redeemed.

EXCHANGES.  The Prospectus briefly describes the Telephone  Exchange  Privilege.
You may  exchange  some or all of your shares of any class for those in the same
class of: (i) Lord Abbett-sponsored funds currently offered to the public with a
sales charge  (front-end,  back-end or level ), (ii) GSMMF or (iii) AMMF, 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 Series  being  exchanged  must have a value equal to at
least the minimum initial investment  required for the other fund into which the
exchange is made.

Shareholders in other Lord  Abbett-sponsored  funds and AMMF have the same right
to exchange  their shares for the  corresponding  class of each Series'  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 or AMMF  (unless  a sales  charge  (front-end,
back-end or level) was paid on the initial investment in a Lord Abbett-sponsored
fund).  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 AMMF and other Lord Abbett-sponsored funds which are eligible for the
exchange  privilege,  except Lord Abbett Series Fund  ("LASF")  which offers its
shares only in connection with certain variable annuity  contracts,  Lord Abbett
Equity  Fund  ("LAEF")  which is not issuing  shares,  and series of Lord Abbett
Research Fund not offered to the general public ("LARF").

STATEMENT OF INTENTION.  Under the terms of the Statement of Intention to invest
$50,000 or more over a 13-month period as described in the Prospectus, shares of
a Lord  Abbett-sponsored  fund (other than shares of LAEF, LASF, LARF, GSMMF and
AMMF,  unless holdings in GSMMF and AMMF are  attributable  to shares  exchanged
from a Lord  Abbett-sponsored  fund offered with a front-end,  back-end or level
sales charge) 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 and reduced  initial sales charge for Class A shares.  Class A 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.

RIGHTS OF ACCUMULATION.  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,  GSMMF, and AMMF unless holdings in GSMMF or AMMF
are attributable to shares exchanged from a Lord  Abbett-sponsored  fund offered
with a front-end,  back-end or level sales charge) 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 for Class A shares.

NET ASSET VALUE PURCHASES OF CLASS A SHARES.  As stated in the  Prospectus,  our
Class A 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  director  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.

                                                        16

<PAGE>



For purposes of this paragraph,  the terms "directors" and "employees" include a
trustee's or employee's  spouse  (including  the surviving  spouse of a deceased
director or employee).  The terms "our directors" and "employees of Lord Abbett"
also include other family members and retired directors and employees.

Our Class A shares also may be purchased at net asset value (a) at $1 million or
more,  (b) with  dividends and  distributions  from Class A shares of other Lord
Abbett-sponsored  funds,  except  for LARF,  LAEF and  LASF,  (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  Distributor  in accordance
with  certain  standards   approved  by  Lord  Abbett   Distributor,   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 program"), (e)
by employees,  partners and owners of  unaffiliated  consultants and advisors to
Lord Abbett, Lord Abbett Distributor or Lord Abbett-sponsored  funds who consent
to such  purchase if such persons  provide  service to Lord Abbett,  Lord Abbett
Distributor  or such  funds on a  continuing  basis and are  familiar  with such
funds, (f) through  Retirement Plans with at least 100 eligible  employees,  (g)
our  Class A  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  Class A shares
pursuant to the purchase option in (g) above. Lord Abbett may suspend, change or
terminate  this  purchase  option in (g) above at any time. We plan to terminate
this net asset  value  transfer  privilege  in (g) on June 1,  1997.  Shares are
offered at net asset  value to these  investors  for the  purpose  of  promoting
goodwill with employees and others with whom Lord Abbett  Distributor and/or the
Fund has business relationships.


REDEMPTIONS.  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 Distributor 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 6 month's  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.

DIV-MOVE. Under the Div-Move service described in the Prospectus, you can invest
the dividends paid on your account of any class into an existing  account of the
same class in any other  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.  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.

                                                        17

<PAGE>




SYSTEMATIC  WITHDRAWAL  PLANS.  The Systematic  Withdrawal  Plan ("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.  With respect to a
SWP for Class B shares,  the CDSC will be waived for  redemptions of 12% or less
per year. For  redemptions  over 12% per year, the CDSC will apply to the entire
redemption.  Therefore, please contact the Fund for assistance in minimizing the
CDSC in this situation.  With respect to Class C shares, the CDSC will be waived
on and after the first  anniversary  of their  purchase.  The SWP  involves  the
planned  redemption of shares on a periodic  basis by receiving  either fixed or
variable amounts at periodic  intervals.  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.

RETIREMENT  PLANS.  The Prospectus  indicates the types of retirement  plans for
which Lord Abbett provides forms and  explanations.  Lord Abbett makes available
the retirement plan forms,  including 401(k) plans and custodial  agreements for
IRAs  (Individual  Retirement  Accounts,  including  SIMPLE IRAs and  Simplified
Employee Pensions), 403(b) plans and qualified pension and profit-sharing plans.
The forms name Investors Fiduciary Trust Company as custodian except in the case
of 401 (k) plans 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 for each
Class of shares 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 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.

In  calculating  total  returns for Class A shares,  the current  maximum  sales
charge of  5.75%in  the case of the  Equity  Series and 4.75% in the case of the
Income  Series (as a  percentage  of the  offering  price) is deducted  from the
initial  investment (unless the return is shown at net asset value). For Class B
shares of each  Series,  the payment of the  applicable  CDSC (5.0% prior to the
first anniversary of purchase, 4.0% prior to the second anniversary of purchase,
3.0% prior to the third and fourth anniversaries of purchase,  2.0% prior to the
fifth  anniversary of purchase,  1.0% prior to the sixth anniversary of purchase
and no CDSC on and after the sixth  anniversary  of purchase) is applied to each
Series'  investment  result for that class for the time period shown (unless the
total  return is shown at net asset  value).  For Class C shares of each Series,
the 1.0% CDSC is applied to each  Series'  investment  result for that class for
the time period  shown prior to the first  anniversary  of purchase  (unless the
total return is shown at net asset  value).  Total  returns also assume that all
dividends and capital gains  distributions  during the period are  reinvested at
net asset value per share, and that the investment is redeemed at the end of the
period.

Using  the  computation  method  described  above,  the  Fund's  average  annual
compounded  rates of total  return  for the last one and five  year  period  and
life-of-the-Series period ending on December 31, 1996 for the Equity Series were
as follows: 2.20%, 6.64% and 6.72% for the Fund's Class A shares,  respectively.
For the period August 1, 1996 to December 31, 1996 the average annual compounded
rates of total return for the Class B shares was -0.63% (not

                                                        18

<PAGE>



annualized).  For the period  August 1, 1996 to  December  31,  1996 the average
annual  compounded  rates of total  return  for Class C shares  was  3.65%  (not
annualized).

Using  the  computation  method  described  above,  the  Fund's  average  annual
compounded  rates of total  return  for the last one and five  year  period  and
life-of-the-series period ending on December 31, 1996 for the Income Series were
as follows: 1.10%, 6.15% and 8.32% for the Fund's Class A shares,  respectively.
For the period August 1, 1996 to December 31, 1996 the average annual compounded
rates of total return for the Class B shares was 0.32% (not annualized). For the
period July 15, 1996 to December 31, 1996 the average annual compounded rates of
total return for Class C shares was 6.33% (not annualized).

Our yield  quotation  is based on a 30-day  period  ended on a  specified  date,
computed by  dividing  our net  investment  income per share  earned  during the
period by our  maximum  offering  price per share on the last day of the period.
This is determined by finding the following quotient: take each Class' 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 such Class' shares
outstanding  during the period that were entitled to receive  dividends and (ii)
such Class' 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.  Yield for the Class A shares  reflects the deduction of the
maximum  initial  sales  charge,  but may also be shown based on such Class' net
asset  value per  share.  Yields  for Class B and C shares  do not  reflect  the
deduction of the CDSC.  For the 30-day period ended December 31, 1996, the yield
for the Class A, B and C shares  of the  Income  Series  were  4.54%,  4.06% and
3.98%, respectively.

These figures represent past  performance,  and an investor should be aware that
the  investment  return and  principal  value of an  investment in the Fund 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

                                                        19

<PAGE>



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


                                                        20

<PAGE>



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, 1996 and the
report of  Deloitte & Touche LLP,  independent  accountants,  on such  financial
statements  contained in the 1996 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.





                                                        21

<PAGE>


                                                     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.

                                                        22

<PAGE>


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-0CCC-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.


                                                        23


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission