LORD ABBETT SECURITIES TRUST, 485APOS, 1999-02-26

LORD ABBETT SECURITIES TRUST
485APOS, 1999-02-26

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1933 Act File No. 33-58846
1940 Act File No. 811-7538

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 27 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT |X|
OF 1940

Amendment No. 27 |X|

LORD ABBETT SECURITIES TRUST
----------------------------
Exact Name of Registrant as Specified in Charter

767 FIFTH AVENUE, NEW YORK, N. Y. 10153-0203
--------------------------------------------
Address of Principal Executive Office

Registrant's Telephone Number (212) 848-1800
--------------------------------------------

Thomas F. Konop, Vice President
767 FIFTH AVENUE, NEW YORK, N. Y. 10153
---------------------------------------
Name and Address of Agent for Service

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

|_| immediately upon filing pursuant to paragraph (b)

|_| on March 1, 1999 pursuant to paragraph (b)

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

|X| on March 1, 1999 pursuant to paragraph (a) (1)

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

|_| on (date) pursuant to paragraph (a) (2) of rule 485

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

Lord Abbett

Prospectus
March 1, 1999

Growth & Income Fund
International Fund
World Bond-Debenture Fund

[LOGO](R) LORD, ABBETT & CO.
Investment Management
A Tradition of Performance Through Disciplined Investing

As with all mutual funds, the Securities and Exchange Commission does not
guarantee that the information in this prospectus is accurate or complete, and
it has not judged this fund for its investment merit. It is a criminal offense
to state otherwise.

Class P shares of the International Fund are currently offered by this
prospectus. Class P shares of the Growth & Income Fund and World Bond-Debenture
Fund are neither offered to the general public as of the date of this prospectus
nor are available in all states. Please call 800-821-5129 for further
information.
<PAGE>

Table of Contents

The Funds Page

Information about the goal/ Growth & Income Fund 2
approach, main risks, past International Fund 4
performance, fees and expenses World Bond-Debenture Fund 6

Your Investment

Information for managing Purchases 8
your fund account Opening Your Account 10
Redemptions 11
Distributions and Taxes 11
Services For Fund Investors 12
Sales Charges and Service Fees 13
Management 14

For More Information

How to learn more Other Investment Techniques 15
about the funds Glossary of Shaded Terms 17
Recent Performance 19

Financial Information

Financial highlights of each Growth & Income Fund 20
fund, and dealer compensation International Fund 22
World Bond-Debenture Fund 24
Compensation For Your Dealer 26

How to learn more about the Back Cover
funds and other Lord Abbett
funds
<PAGE>

Growth & Income Fund

The Funds

GOAL / APPROACH

The fund's investment objective is long-term growth of capital and income
without excessive fluctuations in market value. Typically, in choosing
stocks, we look for companies using a three-step process:

o Quantitative research is performed on a universe of large, seasoned,
U.S. and multinational companies to identify which stocks we believe
represent the best bargains.

o Fundamental research is conducted to assess a company's operating
environment, resources and strategic plans and to determine its
prospects for exceeding the earnings expectations reflected in its
stock price.

o Business cycle analysis is used to assess the economic and
interest-rate sensitivity of our portfolio, helping us assess how
adding or deleting stocks changes our portfolio's overall
sensitivity to economic activity and interest rates.

The fund is intended for long-term investors who purchase and redeem
shares to meet their own financial requirements rather than to take
advantage of price fluctuations. We believe the needs of such investors
will best be served by an investment which has growth characterized by
fewer fluctuations in market value than the Standard & Poor's Composite
Index of 500 stocks ("S&P 500(R) Index"). For this reason, the fund tries
to keep its assets invested in securities which are selling at reasonable
prices in relation to value and, thus, will forgo some opportunities for
gains when, in our judgment, they are too risky.

We may take a temporary defensive position by investing some of our assets
in short-term debt securities. This could reduce the benefit from any
upswing in the market and prevent the fund from achieving its investment
objective.

MAIN RISKS

While stocks have historically been a leading choice of long-term
investors, they fluctuate in price. The value of your investment in the
fund will go up and down, which means that you could lose money. Our
performance may sometimes be lower or higher than that of other types of
funds (particularly those emphasizing small-company stocks or growth
stocks) because different types of stocks tend to shift in and out of
favor depending on market and economic conditions. While there is the risk
that an investment may never reach what we think is its full value, or may
go down in value, our emphasis on large, seasoned company bargain stocks
could potentially limit our downside risk because bargain stocks in theory
are already underpriced and large, seasoned company stocks tend to be less
volatile than small company stocks. In the long run, we may produce more
modest gains than riskier stock funds as a trade-off for this potentially
lower risk.

An investment in the fund is not a bank deposit. It is not FDIC-insured or
government endorsed. It is not a complete investment program. You could
lose money in the fund, but you also have the potential to make money.

We or the fund refers to any one or more of three portfolios of Lord Abbett
Securities Trust (the "company"). Each fund operates under the supervision of
the company's Board with the advice of Lord, Abbett & Co. ("Lord Abbett"), its
investment manager.

About each fund. Each fund is a professionally managed portfolio of securities
purchased with the pooled money of investors. They strive to reach their stated
goals, although as with all funds, they cannot guarantee results.

Large companies are established companies that are considered "known
quantities." Large companies often have the resources to weather economic
shifts, though they can be slower to innovate than small companies.

Seasoned companies are usually established companies whose securities have
gained a reputation for quality with the investing public and enjoy liquidity in
the market.

Small companies often are new and less established, with a tendency to be
faster-growing but more volatile and less liquid than large company stocks.

Bargain stocks are stocks of companies that appear underpriced according to
certain financial measurements of their intrinsic worth or business prospects.

Growth Stocks exhibit faster-than-average gains in earnings and are expected to
continue profit growth at a high level, but also tend to be more volatile than
bargain stocks.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies and their risks used
by the fund.

2 The Funds
<PAGE>

Growth & Income Fund

Symbols: Class A - LDFVX
Class B - LGIBX
Class C - GILAX

PAST PERFORMANCE

The information below provides some indication of the risks of investing
in the fund, by showing changes in the fund's performance from calendar
year to calendar year and by showing how the fund's average annual returns
compare with those of a broad measure of market performance.

[PLOT POINTS TO COME]

================================================================================
The table below shows a comparison of the fund's class A, B and C average annual
total return to that of the S&P 500(R) Index. Fund returns assume reinvestment
of dividends and distributions and payment of the maximum applicable front-end
or deferred sales charge. All periods end on December 31, 1998.

Class 1 Year Inception(i) S&P 500(R)Index(ii)

A 8.90% 22.46% 33.33%(iii)
- --------------------------------------------------------------------------------
B 10.08% 15.39% 28.33%(iv)
- --------------------------------------------------------------------------------
C 14.58% 18.22% 24.08%(v)
- --------------------------------------------------------------------------------
S&P 500(R)Index(ii) 28.74% -- --
- --------------------------------------------------------------------------------

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

- --------------------------------------------------------------------------------
Fee table
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Class B Class C Class P
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (Fees paid directly from your investment)
- -------------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- -------------------------------------------------------------------------------------------------------
(as a % of offering price) 5.75% none none none
- -------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases") none 5.00%(2)(5) 1.00%(3) none
- -------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of average net assets)(1)
- -------------------------------------------------------------------------------------------------------
Management Fees (See "Management") 0.75% 0.75% 0.75% 0.75%
- -------------------------------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4) 0.35% 1.00% 1.00% 0.45%
- -------------------------------------------------------------------------------------------------------
Other Expenses (See "Management") 0.23% 0.23% 0.23% 0.23%
- -------------------------------------------------------------------------------------------------------
Total Operating Expenses 1.33% 1.98% 1.98% 1.43%
- -------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Expense example
- --------------------------------------------------------------------------------

This example, like that in other funds' prospectuses, assumes a $10,000 initial
investment at maximum sales charge, if any, 5% total return each year and no
changes in expenses. You pay the following expenses over the course of each
period shown if you sell your shares at the end of the period, although your
actual cost may be higher or lower. The expenses include any applicable
contingent deferred sales charges.

Share class 1 Year 3 Years 5 Years 10 Years

Class A shares $702 $972 $1,262 $2,087
- --------------------------------------------------------------------------------
Class B shares(5) $701 $921 $1,267 $2,140
- --------------------------------------------------------------------------------
Class C shares $301 $621 $1,067 $2,308
- --------------------------------------------------------------------------------
Class P shares $145 $452 $782 $1,716
- --------------------------------------------------------------------------------

You would pay the following expenses on the same investment, assuming you kept
your shares.

Class A shares $702 $972 $1,262 $2,087
- --------------------------------------------------------------------------------
Class B shares(5) $201 $621 $1,067 $2,140
- --------------------------------------------------------------------------------
Class C shares $201 $621 $1,067 $2,308
- --------------------------------------------------------------------------------
Class P shares $145 $452 $782 $1,716
- --------------------------------------------------------------------------------

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present.

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i) The dates of inception for each class are: A -7/15/96; B -6/5/97; and C
-1/3/94.

(ii) Performance for the unmanaged S&P 500(R) Index does not reflect
transaction costs or management fees.

(iii) Represents total return for the period 7/31/96 - 12/31/98, to correspond
with class A inception date.

(iv) Represents total return for the period 6/31/97 - 12/31/98, to correspond
with class B inception date.

(v) Represents total return for the period 12/31/93 - 12/31/98, to correspond
with class C inception date.

Management fees are payable to Lord Abbett for the fund's investment management.

12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of fund shares and service fees for shareholder account
service and maintenance.

Other expenses include fees paid for miscellaneous items such as transfer
agency, legal and share registration fees.

- --------------------------------------------------------------------------------
(1) The annual fund operating expenses have been restated from fiscal year
amounts to reflect current fees.

(2) 5.00% if shares are redeemed before first anniversary of purchase,
declining to 1.00% before sixth anniversary and eliminated on and after
sixth anniversary.

(3) 1.00% if shares are redeemed before first anniversary of purchase.

(4) Because 12b-1 distribution fees (up to: 0.10%- class A; 0.75%- classes B
and C; and 0.25%- class P) are paid out on an on-going basis, over time
they will increase the cost of your investment and may cost you more than
paying other types of sales charges. Service fees under each class's 12b-1
Plan equal up to 0.25%, except 0.20%- class P.

(5) Class B shares will convert to class A shares on the eighth anniversary of
your original purchase of class B shares.

The Funds 3
<PAGE>

International Fund

GOAL / APPROACH

The fund's investment objective is long-term capital appreciation. Current
income is incidental to this objective. The fund may invest in stocks that
do not produce any income. Typically, in choosing stocks, we look for
companies using the following process:

o Quantitative research is performed on a universe of foreign
companies which guides selection of companies with strong growth
potential that also sell at attractive prices.

o Fundamental research examines global trends, seeking to identify
developments on an industry-by-industry basis and the strongest
and/or best positioned companies ("Best of Breed") within each
global industry.

o Valuation techniques determine the selection of the 40-60 companies
with strong growth potential and attractive share prices that
collectively form the final portfolio.

Limiting the number of holdings ensures their performance is not diluted
across too many securities. However, investors should be aware that this
concentration could result in increased volatility.

Investments are made in stocks of companies which are in developed or
developing countries. Under normal circumstances, at least 80% of the
total assets of the fund are invested in stocks of companies in at least
three different countries outside the United States.

Although the fund intends to invest primarily in stocks of small companies
with market capitalization of less than $1 billion listed on stock
exchanges, it may also invest in stocks of companies traded in
over-the-counter markets, as well as stocks of large and middle-sized
companies.

The fund may temporarily reduce its stock holdings for defensive purposes
in response to adverse market conditions and invest in domestic,
Eurodollar and foreign short-term money market instruments. Of course,
this would reduce any benefit from an upswing in the market.

MAIN RISKS

The fund sometimes has above-average investment risk compared to the U.S.
stock market since a large amount of the assets of the fund will be
denominated or traded in foreign currencies. A change in the value of any
foreign currency relative to the U.S. dollar results in changes in the
U.S. dollar value of the fund's assets denominated or traded in that
currency. The fund's performance is measured in U.S. dollars, the base
currency of the fund. Also, securities in which the fund invests are
usually not subject to the same degree of regulation as domestic
securities and may be more volatile and less liquid than those of major
U.S. markets.

Lack of liquidity may affect the fund's ability to trade in large blocks
of securities and obtain the best price. There is often less information
available on publicly-traded companies, banks and governments than in the
U.S., and a lack of uniform accounting standards and practices among
countries impairs a direct comparison for stocks and bonds. Also, foreign
securities may be traded on days when the fund does not value its shares.
Thus, share values could be affected on days when an investor cannot buy
or redeem fund shares.

Developing countries may have higher and more rapidly fluctuating inflation
rates, a higher demand for capital investment, a higher dependence on export
markets for their major industries, and a greater need to develop basic economic
infrastructures than more developed countries.

Over-the-counter stocks are usually those of smaller companies that do not meet
listing requirement of major exchanges. Transactions are conducted by telephone
and computer network rather than on the floor of an exchange.

Best of Breed refers to certain companies, primarily foreign, that the portfolio
manager thinks are candidates for the best in their industries.

Mid-sized companies usually have market capitalizations of roughly $500 million
to $5 billion.

Small companies are often new and less established, with a tendency to be
faster-growing but more volatile and less liquid than large company stocks.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies and their risks used
by the fund.

4 The Funds
<PAGE>

International Fund

Symbols: Class A - LAIEX
Class B - LINBX
Class C - LINCX

PAST PERFORMANCE

[PLOT POINTS TO COME]

================================================================================
The table below shows a comparison of the fund's class A, B and C average annual
total return to that of Morgan Stanley Capital International European,
Australasia and Far East Index ("MSCI EAFE") which has no sales charge. Fund
returns assume reinvestment of dividends and distributions and payment of the
maximum applicable front-end or deferred sales charge. All periods end on
December 31, 1998.

Class 1 Year Inception(i) MSCI EAFE Index(ii)

A 8.80% 14.03% 10.82%(iii)
- --------------------------------------------------------------------------------
B 10.12% 12.86% 6.74%(iv)
- --------------------------------------------------------------------------------
C 14.71% 15.81% 6.74%(iv)
- --------------------------------------------------------------------------------
MSCI EAFE Index(ii) 20.33% -- --
- --------------------------------------------------------------------------------

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

- --------------------------------------------------------------------------------
Fee table
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Class B Class C Class P
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (Fees paid directly from your investment)
- -------------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- -------------------------------------------------------------------------------------------------------
(as a % of offering price) 5.75% none none none
- -------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases") none 5.00%(2)(5) 1.00%(3) none
- -------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of average net assets)(1)
- -------------------------------------------------------------------------------------------------------
Management Fees (See "Management") 0.75% 0.75% 0.75% 0.75%
- -------------------------------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4) 0.35% 1.00% 1.00% 0.45%
- -------------------------------------------------------------------------------------------------------
Other Expenses (See "Management") 0.31% 0.31% 0.31% 0.31%
- -------------------------------------------------------------------------------------------------------
Total Operating Expenses 1.41% 2.06% 2.06% 1.51%
- -------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Expense example
- --------------------------------------------------------------------------------

Share class 1 Year 3 Years 5 Years 10 Years

Class A shares $710 $995 $1,302 $2,171
- --------------------------------------------------------------------------------
Class B shares(5) $709 $945 $1,308 $2,225
- --------------------------------------------------------------------------------
Class C shares $309 $645 $1,108 $2,391
- --------------------------------------------------------------------------------
Class P shares $153 $477 $ 824 $1,804
- --------------------------------------------------------------------------------

You would pay the following expenses on the same investment, assuming you kept
your shares.

Class A shares $710 $995 $1,302 $2,171
- --------------------------------------------------------------------------------
Class B shares(5) $209 $645 $1,108 $2,225
- --------------------------------------------------------------------------------
Class C shares $209 $645 $1,108 $2,391
- --------------------------------------------------------------------------------
Class P shares $153 $477 $ 824 $1,804
- --------------------------------------------------------------------------------

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present.

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i) The dates of inception for each class are: A -12/13/96; B -6/2/97; and C
-6/2/97.

(ii) Performance for the unmanaged MSCI EAFE Index does not reflect transaction
costs or management fees.

(iii) Represents total return for the period 12/31/96 - 12/31/98, to correspond
with class A inception date.

(iv) Represents total return for the period 6/30/97 - 12/31/98, to correspond
with class B and C inception date.

Management fees are payable to Lord Abbett for the fund's investment management.

12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of fund shares and service fees for shareholder account
service and maintenance.

Other expenses include fees paid for miscellaneous items such as transfer
agency, legal and share registration fees.

- --------------------------------------------------------------------------------
(1) The annual fund operating expenses have been restated from fiscal year
amounts to reflect current fees.

(2) 5.00% if shares are deemed before first anniversary of purchase, declining
to 1.00% before sixth anniversary and eliminated on and after sixth
anniversary.

(3) 1.00% if shares are redeemed before first anniversary of purchase.

(5) Class B shares will convert to class A shares on the eighth anniversary of
your original purchase of class B shares.

The Funds 5
<PAGE>

World Bond-Debenture Fund

GOAL / APPROACH

The fund's investment objective is high current income and the opportunity
for capital appreciation. The fund seeks unusual values, particularly in
lower-rated debt securities, some of which are convertible into common
stocks or have warrants to purchase common stocks. Typically, in choosing
debt securities, we look for companies using the following process:

Quantitative research is performed to evaluate economic, political and
market factors to uncover value among economic regions and individual
countries.

Fundamental research is used to determine asset allocation strategies for
high-yield corporate bonds, high-grade corporate and government issues,
equity-related securities, such as convertible bonds and emerging market
debt.

Normally, the fund invests at least 65% of its assets in bonds and/or
debentures. Its total assets will be invested in securities primarily
traded in at least three different countries, including the United States.
Except for this guideline, there are no limits on how much of the fund's
assets may be invested in securities primarily invested in any one
country. The fund will keep at least 20% of its assets in investment grade
debt securities, U.S. government securities, or cash or cash equivalents.
The fund may invest up to 35% of its assets in equity securities, and may
exceed this limit to avoid a loss on a conversion of a convertible debt
security.

However, this guideline may not be followed for temporary defensive
periods when the fund believes it should invest entirely in domestic
securities or in securities primarily traded in fewer than three such
countries or in short-term debt securities. This could reduce the benefit
from any upswing in the market and prevent the fund from realizing its
investment objective.

MAIN RISKS

As with other bond funds, the value of your investment will change as
interest rates fluctuate. When interest rates rise, bond prices are likely
to decline, and when interest rates fall, bond prices tend to rise.

The market for lower-rated bonds is more limited than for higher-rated
bonds and may be less liquid. Market prices of lower-rated bonds may
fluctuate more than those of higher-rated bonds, particularly in times of
economic change and stress. Objective pricing data for lower-rated bonds
may be more limited than for higher-rated bonds and valuation of such
securities may be more difficult and require greater reliance upon
judgment.

The risk of default generally is higher among lower-rated bonds, and
because of this risk, your investment in the fund could lose money. For
this reason, diversification and the research and analysis performed by
Lord Abbett are especially important in the selection of these bonds.
There is no assurance that losses will not occur.

Also, the foreign securities in which the fund invests are not subject to
the same degree of regulation and may be more volatile and less liquid
than securities traded in major U.S. markets. This affects block trading.
Foreign securities may trade on days when a fund does not value them so
that fund share prices could be affected on days an investor cannot
purchase or sell shares. Other risks include less information on public
companies, banks and governments; political and social instability;
expropriations; higher transaction costs; currency fluctuations;
nondeductable withholding taxes and different accounting and settlement
practices. Finally, because it invests in foreign securities, the fund
faces the risk that unfavorable changes in currency exchange rates could
reduce the fund's share price.

High-yield debt securities or "junk bonds" typically pay a higher yield than
investment-grade bonds. Junk bonds have a higher risk of default than investment
grade bonds and their prices can be much more volatile.

Warrants are a type of security usually issued with a bond that entitles the
holder to buy a proportionate amount of common stock at a certain price for a
defined period.

Bonds are secured debt obligations of the issuer.

Debentures generally are unsecured debt obligations of the issuer.

World Bond-Debenture Fund is a nondiversified fund. This means the fund may
invest a greater portion of its assets in, and own a greater amount of, the
voting securities of a single issuer than a diversified fund. This may expose
the fund to greater risk.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies and their risks used
by the fund.

6 The Funds
<PAGE>

World Bond-Debenture Fund

Symbols: Class A - WBDAX
Class B - WBDBX
Class C - WBDCX

PAST PERFORMANCE

[PLOT POINTS TO COME]

================================================================================
The table below shows a comparison of the fund's class A, B and C average annual
total return to that of the JP Morgan Emerging Market Bond Plus Index ("JPM
Emerging Market Index"), the JP Morgan Global Government Bond Index ("JPM Global
Gov't Bond Index") and the Merrill Lynch High Yield Master II Index ("Merrill
Lynch HY Master Index"), which has no sales charge. Assumes reinvestment of
dividends and distributions. All periods end on December 31, 1998.

Class 1 Year Inception(i)

A 0.50% 1.54%
- --------------------------------------------------------------------------------
B 0.76% 5.80%
- --------------------------------------------------------------------------------
C 4.96% 5.80%
- --------------------------------------------------------------------------------
JPM Emerging Market Index(ii) (14.35)% (14.35)%(iii)
- --------------------------------------------------------------------------------
JPM Global Gov't Bond Index(ii) 15.31% 15.31%(iii)
- --------------------------------------------------------------------------------
Merrill Lynch HY Master Index(ii) 3.66% 3.66%(iii)
- --------------------------------------------------------------------------------

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

- --------------------------------------------------------------------------------
Fee table
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Class A Class B Class C Class P
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (Fees paid directly from your investment)
- -------------------------------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
- -------------------------------------------------------------------------------------------------------
(as a % of offering price) 4.75% none none none
- -------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (See "Purchases") none 5.00%(2)(5) 1.00%(3) none
- -------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (Expenses deducted from fund assets) (as a % of average net assets)(1)
- -------------------------------------------------------------------------------------------------------
Management Fees (See "Management")(5) 0.75% 0.75% 0.75% 0.75%
- -------------------------------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4) 0.35% 1.00% 1.00% 0.45%
- -------------------------------------------------------------------------------------------------------
Other Expenses (See "Management") 0.45% 0.45% 0.45% 0.45%
- -------------------------------------------------------------------------------------------------------
Total Operating Expenses 1.55% 2.20% 2.20% 1.65%
- -------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Expense example
- --------------------------------------------------------------------------------

Share class 1 Year 3 Years 5 Years 10 Years

Class A shares $625 $941 $1,279 $2,235
- --------------------------------------------------------------------------------
Class B shares(6) $723 $988 $1,379 $2,371
- --------------------------------------------------------------------------------
Class C shares $323 $688 $1,179 $2,535
- --------------------------------------------------------------------------------
Class P shares $168 $520 $897 $1,957
- --------------------------------------------------------------------------------

You would pay the following expenses on the same investment, assuming you kept
your shares.

Class A shares $625 $941 $1,279 $2,235
- --------------------------------------------------------------------------------
Class B shares(6) $223 $688 $1,179 $2,371
- --------------------------------------------------------------------------------
Class C shares $223 $688 $1,179 $2,535
- --------------------------------------------------------------------------------
Class P shares $168 $520 $897 $1,957
- --------------------------------------------------------------------------------

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present.

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i) The date of inception for each class is: A -12/18/97; B -12/19/97; and C
-12/19/97.

(ii) Performance for the unmanaged JPM Emerging Market Index, JPM Global Gov't
Bond Index and Merrill Lynch HY Master Index do not reflect transaction
costs or management fees.

(iii) Represents total return for the period 12/31/97 - 12/31/98, to correspond
with class A, B and C inception dates.

Management fees are payable to Lord Abbett for the fund's investment management.
Lord Abbett is currently waving the management fee for World Bond-Debenture
Fund. Lord Abbett may stop waiving the management fee at any time. Total
operating expenses with the fee waiver are 0.80% (class A), 1.45% (class B and
C), and 0.90% (class P).

12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of fund shares and service fees for shareholder account
service and maintenance.

Other expenses include fees paid for miscellaneous items such as transfer
agency, legal and share registration fees.

- --------------------------------------------------------------------------------
(1) The annual fund operating expenses have been restated from fiscal year
amounts to reflect current fees.

(2) 5.00% if shares are deemed before first anniversary of purchase, declining
to 1.00% before sixth anniversary and eliminated on and after sixth
anniversary.

(3) 1.00% if shares are redeemed before first anniversary of purchase.

(5) Although not obligated to do so, Lord Abbett may waive all or a portion of
its management fee. Lord Abbett is currently waiving the management fee
for the World Bond-Debenture Fund. (6) Class B shares will convert to
class A shares on the eighth anniversary of your original purchase of
class B shares.

The Funds 7
<PAGE>

Your Investment

PURCHASES

This prospectus offers four classes of shares: classes A, B, C and P (call
800 521-5129 to find out if P shares are available in your state) for each
fund. Although each fund has more than one class of shares, these
different classes of shares represent investments in the same portfolio of
securities but are subject to different expenses. Our shares are
continuously offered. The offering price is based on the Net Asset Value
("NAV") per share next determined after we receive your purchase order
submitted in proper form. A front-end sales charge is added to the NAV, in
the case of the class A shares. There is no front-end sales charge,
although there is a CDSC in the case of the class B and C shares, as
described below.

You should read this section carefully to determine which class of shares
represents the best investment option for your particular situation. It
may not be suitable for you to place a purchase order for class B shares
of $500,000 or more or a purchase order for class C shares of $1,000,000
or more. You should discuss pricing options with your investment
professional.

For more information, see "Alternative Sales Arrangements" in the
Statement of Additional Information.

We reserve the right to withdraw all or any part of the offering made by
this prospectus or to reject any purchase order. We also reserve the right
to waive or change minimum investment requirements. All purchase orders
are subject to our acceptance and are not binding until confirmed or
accepted in writing.

- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
(Growth & Income Fund and International Fund)
- --------------------------------------------------------------------------------
To Compute
As a % of As a % of Offering Price of
Your Investment Offering Price Your Investment Divide NAV by
- --------------------------------------------------------------------------------
Less than $50,000 5.75% 6.10% .9425
- --------------------------------------------------------------------------------
$50,000 to $99,999 4.75% 4.99% .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999 3.75% 3.90% .9625
- --------------------------------------------------------------------------------
$250,000 to $499,999 2.75% 2.83% .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999 2.00% 2.04% .9800
- --------------------------------------------------------------------------------
$1,000,000 and over No Sales Charge 1.0000
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
(World Bond-Debenture Fund only)
- --------------------------------------------------------------------------------
To Compute
As a % of As a % of Offering Price
Your Investment Offering Price Your Investment Divide NAV by
- --------------------------------------------------------------------------------
Less than $50,000 4.75% 4.99% .9525
- --------------------------------------------------------------------------------
$50,000 to $99,999 4.75% 4.99% .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999 3.75% 3.90% .9625
- --------------------------------------------------------------------------------
$250,000 to $499,999 2.75% 2.83% .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999 2.00% 2.04% .9800
- --------------------------------------------------------------------------------
$1,000,000 and over No Sales Charge 1.0000
- --------------------------------------------------------------------------------

NAV per share for each class of fund shares is calculated each business day at
the close of regular trading on the New York Stock Exchange ("NYSE"). Each fund
is open on those business days when the NYSE is open. Purchases and sales of
fund shares are executed at the NAV next determined after the fund receives your
order. In calculating NAV, securities for which market quotations are available
are valued at those quotations. Securities for which such quotations are not
available are valued at fair value under procedures approved by the Board.

Share classes

Class A

o normally offered with a front-end sales charge

Class B

o no front-end sales charge, however, a contingent deferred sales charge is
applied to shares sold prior to the sixth anniversary of purchase

o higher annual expenses than class A shares

o automatically convert to class A shares after eight years

Class C

o no front-end sales charge

o higher annual expenses than class A shares

o a contingent deferred sales charge is applied to shares sold prior to the
first anniversary of purchase

Class P

o available to certain pension or retirement plans and pursuant to a Mutual
Fund Advisory Program

8 Your Investment
<PAGE>

Reducing Your Class A Front-End Sales Charges. Class A shares may be purchased
at a discount if you qualify under either of the following:

o Rights of Accumulation -- A Purchaser can apply the value (at public
offering price) of the shares already owned to a new purchase of
class A shares of any Eligible Fund in order to reduce the sales
charge.

o Statement of Intention -- A Purchaser of class A shares can purchase
additional shares of any Eligible Fund over a 13-month period and
receive the same sales charge as if all shares were purchased at
once. Shares purchased through reinvestment of dividends or
distributions are not included. A statement of intention can be
backdated 90 days. Current holdings under rights of accumulation can
be included in a statement of intention.

For more information on eligibility for these privileges, read the
applicable sections in the attached application.

Class A Share Purchases Without A Front-End Sales Charge. Class A shares
may be purchased without a front-end sales charge under any of the
following:

o purchases of $1 million or more *

o purchases by Retirement Plans with at least 100 eligible employees *

o purchases under a Special Retirement Wrap Program *

o purchases made with dividends and distributions on class A shares of
another Eligible Fund

o purchases representing repayment under the loan feature of the Lord
Abbett-sponsored prototype 403(b) plan for class A shares

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

o purchases under a Mutual Fund Advisory Program

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

See the Statement of Additional Information for a listing of other
categories of purchasers who qualify for class A share purchases without a
front-end sales charge.

Class A Share CDSC. If you buy class A shares under one of the starred (*)
categories listed above and you redeem any of them within 24 months after
the month in which you initially purchased them, the fund normally will
collect a CDSC of 1%.

The class A share CDSC generally will be waived for the following:

o benefit payments such as Retirement Plan loans, hardship
withdrawals, death, disability, retirement, separation from service
or any excess distribution under Retirement Plans (documentation may
be required)

o redemptions continuing as investments in another fund participating
in a Special Retirement Wrap Program

Class B Share CDSC. The CDSC for class B shares normally applies if you
redeem your shares before the sixth anniversary of their initial purchase.
The CDSC declines the longer you own your shares, according to the
following schedule:

* These categories may be subject to a Contingent Deferred Sales Charge
("CDSC").

CDSC regardless of class, is not charged on shares acquired through reinvestment
of dividends or capital gains distributions and is charged on the original
purchase cost or the current market value of the shares at the time they are
being sold, whichever is lower. In addition, repayment of loans under
Retirement Plans and 403(b) plans will constitute new sales for purposes of
assessing the CDSC.

To determine if a CDSC applies to a redemption, the fund redeems shares in the
following order:

1. shares acquired by reinvestment of dividends and capital gains

2. shares held for six years or more (class B) or two years or more after the
month of purchase (class A) or one year or more (class C)

3. shares held the longest before the sixth anniversary of their purchase
(class B) or before the second anniversary after the month of purchase
(class A) or before the first anniversary of their purchase (class C)

Retirement Plans include employer-sponsored retirement plans under the Internal
Revenue Code, excluding Individual Retirement Accounts.

Lord Abbett Distributor LLC ("Lord Abbett Distributor") acts as agent for the
funds to work with investment professionals that buy and/or sell shares of the
funds on behalf of their clients. Generally, Lord Abbett Distributor does not
sell fund shares directly to investors.

Benefit Payment Documentation.
(Class A only)

o under $50,000 - no documentation necessary

o over $50,000 - reason for benefit payment must be received in writing. Use
the address indicated under "Opening Your Account."

Your Investment 9
<PAGE>

- --------------------------------------------------------------------------------
Contingent Deferred Sales Charge - Class B Shares
- --------------------------------------------------------------------------------

Anniversary(1) of Contingent Deferred Sales Charge
the day on which the on redemption (as % of amount
purchase order was accepted subject to charge)

On Before
- --------------------------------------------------------------------------------
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 6th(2) None
- --------------------------------------------------------------------------------

(1) Anniversary is the 365th day subsequent to a purchase or a prior
anniversary.
(2) Class B shares will automatically convert to class A shares on the eighth
anniversary of the purchase of class B shares.

The class B share CDSC generally will be waived under any one of the
following:

o benefit payments such as Retirement Plan loans, hardship
withdrawals, death, disability, retirement, separation from service
or any excess contribution or distribution under Retirement Plans

o Eligible Mandatory Distributions under 403(b) Plans and individual
retirement accounts

o death of the shareholder (natural person)

o redemptions of shares in connection with Div-Move and Systematic
Withdrawal Plans (up to 12% per year)

See "Systematic Withdrawal Plan" under "Services For Fund Investors" below
for more information on CDSCs with respect to class B shares.

Class C Share CDSC. The 1% CDSC for class C shares normally applies if you
redeem your shares before the first anniversary of your original purchase.

Class P Shares. Class P shares have lower annual expenses than class B and
class C shares, no front-end sales charge, and no CDSC. Class P shares are
currently sold and redeemed at NAV (a) pursuant to a Mutual Fund Advisory
Program, or (b) to the trustees of, or employer-sponsors with respect to,
pension or retirement plans with at least 100 eligible employees (such as
a plan under Section 401(a), 401(k) or 457(b) of the Internal Revenue
Code) which engage an investment professional providing, or participating
in an agreement to provide, certain recordkeeping, administrative and/or
sub-transfer agency services to the fund on behalf of the class P
shareholders.

OPENING YOUR ACCOUNT

MINIMUM INITIAL INVESTMENT

o Regular account $1,000

o Individual Retirement Accounts and
403(b) Plans under the Internal Revenue Code $250

o Uniform Gift to Minor Account $250

For Retirement Plans and Mutual Fund Advisory Programs, no minimum
investment is required, regardless of share class.

Important Information. You may be subject to a $50 penalty under the Internal
Revenue Code if you do not provide a correct taxpayer identification number
(Social Security Number for individuals) or make certain required
certifications. In addition, we may be required to withhold from your account
and pay to the U.S. Treasury 31% of any redemption proceeds and any dividend or
distribution from your account.

10 Your Investment
<PAGE>

You may purchase shares through any independent securities dealer who has
a sales agreement with Lord Abbett Distributor or you can fill out the
attached application and send it to the fund you select at the address
stated below. You should carefully read the paragraph below entitled
"Proper Form" before placing your order to assure your order will be
accepted.

Name of Fund
P.O. Box 419100
Kansas City, MO 64141

Proper Form. An order submitted directly to the fund must contain: (1) a
completed application, and (2) payment by check. For more information
regarding proper form of a purchase order, call the fund at 800-821-5129.
Payment must be credited in U.S. dollars to our custodian bank's account.

By Exchange. Telephone the fund at 800-821-5129 to request an exchange
from any eligible Lord Abbett-sponsored fund.

REDEMPTIONS

By Broker. Call your investment professional for directions on how to
redeem your shares.

By Telephone. To obtain the proceeds of a redemption of $50,000 or less
from your account, you or your representative can call the fund at
800-821-5129.

By Mail. Submit a written redemption request indicating, the name(s) in
which the account is registered, the fund's name, the class of shares,
your account number, and the dollar value or number of shares you wish to
sell.

Include all necessary signatures. If the signer has any Legal Capacity,
the signature and capacity must be guaranteed by an Eligible Guarantor.
Certain other legal documentation may be required. For more information
regarding proper documentation call 800-821-5129.

Normally a check will be mailed to the name and address in which the
account is registered (or otherwise according to your instruction) within
three business days after receipt of your redemption request. Your account
balance must be sufficient to cover the amount being redeemed or your
redemption order will not be processed. Redemption requests for shares
initially purchased by check will not be honored for up to 15 days, unless
we are assured that the check has cleared earlier.

To determine if a CDSC applies to a redemption, see "Class A share CDSC,"
"Class B share CDSC" or "Class C share CDSC."

DISTRIBUTIONS AND TAXES

Each fund pays its shareholders dividends from its net investment income
and distributes any net capital gains that it has realized. Growth and
Income Fund expects to pay its shareholders dividends on investment
income, if any, semi-annually, the International Fund annually, and the
World Bond-Debenture Fund monthly. If a capital gain distribution is
declared, it will be paid annually. Your distributions will be reinvested
in your fund unless you instruct the fund to pay them to you in cash.
There are no sales charges on reinvestments.

Eligible Guarantor is any broker or bank that is a member of the Medallion Stamp
Program. Most major securities firms and banks are members of this program. A
notary public is not an eligible guarantor.

Your Investment 11
<PAGE>

The tax status of distributions is the same for all shareholders
regardless of how long they have been in the fund or whether distributions
are reinvested or paid in cash. In general, distributions are taxable as
follows:

- --------------------------------------------------------------------------------
Federal Taxability Of Distributions

Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket and above
- --------------------------------------------------------------------------------
Income Ordinary Income
dividends 15% Rate
- --------------------------------------------------------------------------------
Short-term Ordinary Income
capital gains 15% Rate
- --------------------------------------------------------------------------------
Long-term
capital gains 10% 20%
- --------------------------------------------------------------------------------

Except in tax-advantaged accounts, any sale or exchange of fund shares may
be a taxable event.

Annual Information -- Information concerning the tax treatment of
dividends and other distributions will be mailed to shareholders each
year. Each fund will also provide annually to its shareholders information
regarding the source of dividends and distributions of capital gains by
that fund. Because everyone's tax situation is unique, you should consult
your tax adviser regarding the treatment of those distributions under the
federal, state and local tax rules that apply to you as well as the tax
consequences of gains or losses from the redemption or exchange of your
shares.

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

Buying or selling shares automatically is easy with the services described
below. With each service, you select a schedule and amount, subject to
certain restrictions. You can set up most of these services when filling
out your application or by calling 800-821-5129.

- --------------------------------------------------------------------------------
For investing

Invest-A-Matic You can make fixed, periodic investments ($50 minimum)
(Dollar-cost into your fund account by means of automatic money
averaging) transfers from your bank checking account. See the
attached application for instructions.

Div-Move You can automatically reinvest the dividends and distributions
from your account into another account in any Eligible Fund
($50 minimum).

For selling shares

Systematic You can make regular withdrawals from most Lord Abbett funds.
Withdrawal Automatic cash withdrawals can be paid to you from your
Plan ("SWP") account in fixed or variable amounts. To establish a plan, the
value of your shares must be at least $10,000, except for
Retirement Plans for which there is no minimum. Your shares
must be in non-certificate form.

Class B Shares The CDSC will be waived on redemptions of up to 12% of the
current net asset value of your account at the time of your
SWP request. For class B share redemptions over 12% per year,
the CDSC will apply to the entire redemption. Please contact
the fund for assistance in minimizing the CDSC in this
situation.

Class B and Redemption proceeds due to a SWP for class B and class C
C Shares shares will be redeemed in the order described under
"Contingent Deferred Sales Charges" under "Purchases."
- --------------------------------------------------------------------------------

Taxes on Transactions. The chart at left also can provide a "rule of thumb"
guide for your potential U.S. federal income tax liability when selling or
exchanging fund shares. The second row, "Short-term capital gains," applies to
fund shares sold within 12 months of purchase. The third row, "Long-term capital
gains," applies to shares held for more than 12 months.

Starting January 1, 2001, sales of securities held for more than five years will
be taxed at special lower rates.

Any gains realized on a fund's transactions in options and financial futures
will be treated as taxable long- or short-term capital gains.

Lord Abbett offers a variety of Retirement Plans. Call 800-253-7299 for
information about:

o Traditional, Rollover, Roth and Education IRAs

o Simple IRAs, SEP-IRAs, 401(k) and 403(b) accounts

o Defined Contribution Plans

12 Your Investment
<PAGE>

OTHER SERVICES

Telephone Investing. After we have received the attached application
(selecting "yes" under Section 7C and completing Section 7), you can
instruct us by phone to have money transferred from your bank account to
purchase shares of the fund for an existing account. The fund will
purchase the requested shares when it receives the money from your bank.

Telephone Exchanges. You or your investment professional, with proper
identification, can instruct your fund by telephone to exchange shares of
any class for shares of the same class of any Eligible Fund by calling
800-821-5129. The fund must receive instructions for the exchange before
the close of the NYSE on the day of your call. If you meet this
requirement, you will get the NAV per share of the Eligible Fund
determined on that day. Exchanges will be treated as a sale for federal
tax purposes. Be sure to read the current prospectus for any fund into
which you are exchanging.

Reinvestment Privilege. If you sell shares of the fund, you have a one
time right to reinvest some or all of the proceeds in the same class of
any Eligible Fund within 60 days without a sales charge. If you paid a
CDSC when you sold your shares, you will be credited with the amount of
the CDSC. All accounts involved must have the same registration.

Account Statements. Every Lord Abbett investor automatically receives
quarterly account statements.

Householding. Shareholders with the same last name and address will
receive a single copy of a prospectus and an annual or semi-annual report,
unless additional reports are specifically requested in writing to the
fund.

Account Changes. For any changes you need to make to your account, consult
your investment professional or call the fund at 800-821-5129.

Systematic Exchange. You or your investment professional can establish a
schedule of exchanges between the same classes of any Eligible Fund.

SALES CHARGES AND SERVICE FEES

Sales and Service Compensation. As part of its plan for distributing
shares, each fund and Lord Abbett Distributor pay sales and service
compensation to Authorized Institutions that sell the fund's shares and
service its shareholder accounts.

Sales compensation originates from two sources: sales charges and 12b-1
distribution fees that are paid out of each fund's assets. Service
compensation originates from 12b-1 service fees. The 12b-1 fee rates vary
by share class, according to the Rule 12b-1 plan adopted by each fund. The
sales charges and 12b-1 fees paid by investors are shown in the
class-by-class information under "Fees and Expenses" and "Purchases." The
portion of these expenses that is paid as sales and service compensation
to Authorized Institutions, such as your dealer, is shown in the chart at
the end of this prospectus. The portion of such sales and service
compensation paid to Lord Abbett Distributor is discussed under "Sales
Activities" and "Service Activities." Sometimes we do not pay sales and
service compensation where tracking data is not available for certain
accounts or where the Authorized Institution waives part of the
compensation.

We may pay Additional Concessions to Authorized Institutions from time to
time.

Telephone Transactions. You have this privilege unless you refuse it in writing.
For your security, telephone transaction requests are recorded. We will take
measures to verify the identity of the caller, such as asking for your name,
account number, social security or taxpayer identification number and other
relevant information. The funds will not be liable for following instructions
communicated by telephone that they reasonably believes to be genuine.

Transactions by telephone may be difficult to implement in times of drastic
economic or market change.

Exchanges by telephone should not be used to take advantage of short-term swings
in the market. The funds reserve the right to limit or terminate this privilege
for any shareholder making frequent exchanges or abusing the privilege and may
revoke the privilege for all shareholders upon 60 days' written notice.

12b-1 fees are payable regardless of expenses. The amounts payable by a fund
need not be directly related to expenses. If Lord Abbett Distributor's actual
expenses exceed the fee payable to it, a fund will not have to pay more than
that fee. If Lord Abbett Distributor's expenses are less than the fee it
receives, Lord Abbett Distributor will keep the full amount of the fee.

Your Investment 13
<PAGE>

A and class C shares, respectively. These activities include, but are not
limited to, printing of prospectuses and statements of additional
information and reports for other than existing shareholders, preparation
and distribution of advertising and sales material, expenses of organizing
and conducting sales seminars, Additional Concessions to Authorized
Institutions, the cost necessary to provide distribution-related services
or personnel, travel, office expenses, equipment and other allocable
overhead.

Service Activities. We may pay Rule 12b-1 service fees to Authorized
Institutions for any activity which is primarily intended to result in
personal service and/or the maintenance of shareholder accounts. Any
portion of the service fees paid to Lord Abbett Distributor will be used
to service and maintain shareholder accounts.

MANAGEMENT

The funds' investment adviser is Lord, Abbett & Co., 767 Fifth Avenue, New
York, NY 10153-0203. Founded in 1929, Lord Abbett manages one of the
nation's oldest mutual fund complexes, with approximately $28 billion in
more than 35 mutual fund portfolios and other advisory accounts. For more
information about the services Lord Abbett provides to the funds, see the
Statement of Additional Information.

Each fund pays Lord Abbett a monthly fee based on average daily net assets
for each month. For the fiscal year ended October 31, 1998, the fee paid
to Lord Abbett was at an annual rate of .75 of 1% for each the Growth &
Income Fund and International Fund. Lord Abbett has waived its management
fee for the World Bond-Debenture Fund. In addition, the funds pay all
expenses not expressly assumed by Lord Abbett.

Lord Abbett uses teams of portfolio managers and analysts acting together
to manage the funds' investments.

Growth and Income Fund. Robert G. Morris, Partner of Lord Abbett, heads
the team, the senior members of which are W. Thomas Hudson, Jr., Partner
of Lord Abbett, and Eli Salzman. Messrs. Morris and Hudson have been with
Lord Abbett for more than five years. Mr. Salzman joined Lord Abbett in
1997; prior to that he was a Vice President with Mutual of America Capital
Corp. from 1996 to 1997, and was a Vice President at Mitchell Hutchins
Asset Management, Inc. from 1986 to 1996.

International Fund. Christopher J. Taylor is Managing Director of the new
sub-adviser of the fund, Fuji-Lord Abbett International Ltd., of which
Lord Abbett is a minority owner (formerly named Fuji Investment Management
Co. (Europe) Ltd.). Mr. Taylor heads the team, the senior member of which
is Simon Steele, U.K. Equity Fund Manager. Mr. Steele joined Fuji
Investment Co. (Europe) Ltd. in 1996 and previously was responsible for
the WH Smith Pension Trust's U.K. Equities as well as the whole fund's
International Asset allocation. Mr. Taylor has been employed by the
sub-adviser and its predecessor companies since 1987.

World Bond-Debenture Fund. Zane E. Brown, Partner of Lord Abbett, heads
the team, the senior members of which are Christopher J. Towle, Timothy W.
Horan, Jerald M. Lanzotti and Fernando B. Saldanha. Mr. Brown and Mr.
Towle have each been with Lord Abbett for over five years. Mr. Horan
joined Lord Abbett in 1996; prior to that he was a member of Senior
Management at Credit Suisse from 1994-1996. Mr. Lanzotti joined Lord
Abbett in 1996; prior to that he was an Associate in Global Fixed Income
at Deutsche Morgan Grenfell from 1993-1996. Mr. Saldanha joined Lord
Abbett in 1998; prior to that he was a Senior Financial Officer at World
Bank from 1988-1998.

14 Your Investment
<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be
used by the funds and their risks.

Adjusting Investment Exposure. Each fund may, but is not required to, use
various strategies to change its investment exposure to adjust to changing
security prices, interest rates, currency exchange rates, commodity prices
and other factors. These strategies may involve buying or selling
derivative instruments, such as options and futures contracts, swap
agreements including interest rate swaps, caps, floors, collars and rights
and warrants. The funds may use these transactions to change the risk and
return characteristics of each fund's portfolio. If we judge market
conditions incorrectly or use a strategy that does not correlate well with
the fund's investments, it could result in a loss, even if we intended to
lessen risk or enhance returns. These transactions may involve a small
investment of cash compared to the magnitude of the risk assumed and could
produce disproportionate gains or losses. Also, these strategies could
result in a loss if the counterparty to a transaction does not perform as
promised.

Borrowing. Each fund may borrow from banks. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. Each fund may borrow only for temporary or emergency purposes,
and not in an amount exceeding 33 1/3% of its total assets.

Closed-end Investment Companies. Each fund 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.

Depository Receipts. The International Fund may invest in Depository
Receipts which are securities, typically issued by a financial institution
(a "depository"), that evidence ownership interests in a security or a
pool of securities issued by a foreign issuer (the "underlying issuer")
and deposited with the depository. Generally, Depository Receipts in
registered form are designed for use in U.S. securities market and
Depository Receipts in bearer form are designed for use in securities
markets outside the United States. The fund may invest in sponsored and
unsponsored Depository Receipts. For purposes of the International Fund's
investment policies, investments in Depository Receipts will be deemed to
be investments in the underlying securities.

Diversification. Growth & Income Fund and International Fund are
diversified funds. This means that with respect to 75% of their total
assets, they will not purchase a security if, as a result, more than 5% of
a fund's total assets would be invested in securities of a single issuer
or the fund would hold more than 10% of the outstanding voting securities
of the issuer.

Equity Securities. These include common stocks, preferred stocks,
convertible securities, warrants, and similar instruments. Common stocks,
the most familiar type, represent an ownership interest in a corporation.
Although equity securities have a history of long-term growth in their
value, their prices fluctuate based on changes in a company's financial
condition and on market and economic conditions.

Foreign Currency Hedging Techniques. Although the International Fund and
World Bond-Debenture Fund do not normally engage in extensive currency
hedging, they may use currency forwards and options to hedge the risk to
the portfolio if they expect that

For More Information 15
<PAGE>

foreign exchange price movements will be unfavorable for U.S. investors.
Generally, these instruments allow a fund to lock in a specified exchange
rate for a period of time. If the fund's forecast proves to be wrong, such
a hedge may cause a loss. Also, it may be difficult or impractical to
hedge currency risk in many emerging countries. The funds generally will
not enter into a forward contract with a term greater than one year. Under
some circumstances, a fund may commit a substantial portion or the entire
value of its portfolio to the completion of forward contracts. Although
such contracts will be used primarily to protect the fund from adverse
currency movements, their use involves the risk Lord Abbett will not
accurately predict currency movement, and the fund's return could be
reduced.

Foreign Securities. The International Fund and the World Bond-Debenture
Fund may invest all of their assets in foreign securities; the Growth and
Income Fund may invest 10% of its assets their foreign securities. These
securities are not subject to the same degree of regulation and may be
more volatile and less liquid than securities traded in major U.S.
markets. This affects block trading. Foreign portfolio securities trade on
days when a fund does not value them. Fund share prices could be affected
on days an investor cannot purchase or sell shares. Other risks include
less information on public companies, banks and governments; political and
social instability; expropriations; higher transaction costs; currency
fluctuations; nondeductible withholding taxes and different accounting and
settlement practices.

Options and Financial Futures Transactions. The International Fund may
deal in options on securities, and securities indices, and financial
futures transactions, including options on financial futures to increase
or decrease its exposure to changing securities prices or interest rates
or for bona fide hedging purposes. The fund may write (sell) covered call
options and secured put options on up to 25% of its net assets and may
purchase put and call options and purchase and sell futures contracts
provided that no more than 5% of its net assets (at the time of purchase)
may be invested in premiums on such options and initial margin deposits on
such futures contracts.

The International Fund will not enter into any futures contracts, or
options thereon, if the aggregate market value of the securities covered
by futures contracts plus options on such financial futures exceeds 50% of
the fund's total assets.

In addition, the use of options and financial futures transactions to
achieve a fund's investment objective could result in a loss due to
unanticipated market conditions and could increase the volatility of the
fund. These transactions may involve a small investment of cash relative
to the risks assured.

High Yield Debt Securities. The World Bond-Debenture Fund may invest
substantially all of its assets and the Growth & Income Fund may invest up
to 5% of its net assets measured at the time of investment in high yield
debt securities. High yield debt securities or "junk bonds" are rated
BB/Ba or lower and typically pay a higher yield than investment grade debt
securities. These bonds have a higher risk of default than investment
grade bonds and their prices can be much more volatile.

Illiquid Securities. Each fund may invest up to 15% of its assets in
illiquid securities. These securities include those that are not traded on
the open market or that trade irregularly or in very low volume. They may
be difficult or impossible to sell at the time and price the fund would
like.

Investment Funds. The International Fund may invest (normally not more
than 5% of the fund's total assets) in investment funds. Some emerging
countries have laws and regulations that currently preclude direct foreign
investment in the securities of their

16 For More Information
<PAGE>

companies. However, indirect foreign investment in the securities of such
countries is permitted through investment funds which have been
specifically authorized. If the fund invests in such investment funds, the
fund's shareholders will bear not only their proportionate share of the
expenses of the fund (including operating expenses and the fees of Lord
Abbett), but also will indirectly bear similar expenses of the underlying
investment funds.

Investment Grade Debt Securities. These are debt securities which are
rated in one of the four highest grades assigned by Moody's Investors
Service, Inc., Standard & Poor's Ratings Services or Fitch Investors
Service, or are unrated but determined by Lord Abbett to be equivalent in
quality.

Portfolio Securities Lending. Each fund may lend securities to
broker-dealers and financial institutions, as a means of earning income.
This practice could result in a loss or delay in recovering a fund's
securities, if the borrower defaults. Each fund will limit its securities
loans to 33 1/3% of its total assets.

Repurchase Agreements. Each fund may enter into Repurchase Agreements. In
a Repurchase Agreement, a fund buys a security at one price from a
broker-dealer or financial institution and simultaneously agrees to sell
the same security back to the same party at a higher price in the future.
If the other party to the agreement defaults or becomes insolvent, a fund
could lose money.

U.S. Government Securities. These are obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.

When-Issued or Delayed Delivery Transactions. Each fund may purchase or
sell securities with payment and delivery taking place as much as a month
or more later. A fund would do this in an effort to buy or sell the
securities at an advantageous price and yield. The securities involved are
subject to market fluctuation and no interest accrues to the purchaser
during the period between purchase and settlement. At the time of delivery
of the securities, their market value may be less than the purchase price.
Also, if a fund commits a significant amount of assets to when-issued or
delayed delivery transactions, it may increase the volatility of the
fund's net asset value.

GLOSSARY OF SHADED TERMS

Additional Concessions. Lord Abbett Distributor may, for specified
periods, allow dealers to retain the full sales charge for sales of shares
or may pay an additional concession to a dealer who 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. Additional
payments may be paid from Lord Abbett Distributor's own resources or from
distribution fees received from a fund and will be made in the form of
cash or, if permitted, non-cash payments. The non-cash payments will
include business seminars at Lord Abbett's headquarters or other
locations, including meals and entertainment, or the receipt of
merchandise. The cash payments may include payment of various business
expenses of the dealer.

In selecting dealers to execute portfolio transactions for a 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.

Authorized Institutions. Institutions and persons permitted by law to
receive service and/or distribution fees under a Rule 12b-1 plan are
"authorized institutions." Lord Abbett Distributor is an Authorized
Institution.

For More Information 17
<PAGE>

Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored fund except
for: (1) certain tax-free, single-state funds where the exchanging
shareholder is a resident of a state in which such a fund is not offered
for sale; (2) Lord Abbett Equity Fund; (3) Lord Abbett Series Fund; and
(4) Lord Abbett U.S. Government Securities Money Market Fund ("GSMMF")
(except for holdings in GSMMF which are attributable to any shares
exchanged from the Lord Abbett family of funds). An Eligible Fund also is
any Authorized Institution's affiliated money market fund satisfying Lord
Abbett Distributor as to certain omnibus account and other criteria.

Eligible Mandatory Distributions. If class B shares represent a part of an
individual's total IRA or 403(b) investment, the CDSC will be waived only
for that part of a mandatory distribution which bears the same relation to
the entire mandatory distribution as the B share investment bears to the
total investment.

Legal Capacity. This term refers to the authority of an individual to act
on behalf of an entity or other person(s). For example, if a redemption
request were to be made on behalf of the estate of a deceased shareholder,
John W. Doe, by a person (Robert A. Doe) who has the legal capacity to act
for the estate of the deceased shareholder because he is the executor of
the estate, then the request must be executed as follows: Robert A. Doe,
Executor of the Estate of John W. Doe. That signature using that capacity
must be guaranteed by an Eligible Guarantor.

To give another example, if a redemption request were to be made on behalf
of the ABC Corporation by a person (Mary B. Doe) who has the legal
capacity to act on the behalf of the corporation, because she is the
president of the corporation, the request must be executed as follows: ABC
Corporation by Mary B. Doe, President. That signature using that capacity
must be guaranteed by an Eligible Guarantor.

Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
dealers, registered investment advisers or other financial institutions
who either (a) have an arrangement with Lord Abbett Distributor in
accordance with certain standards approved by Lord Abbett Distributor,
providing specifically for the use of our shares (and sometimes providing
for acceptance of orders for such shares on our behalf) in particular
investment products made available for a fee to clients of such
broker-dealers, registered investment advisers and other financial
institutions, or (b) charge an advisory consulting or other fee for their
services and buy shares for their own accounts or the accounts of their
clients.

Purchaser. 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.

Special Retirement Wrap Program. This is a program sponsored by an
Authorized Institution showing one or more characteristics distinguishing
it, in the opinion of Lord Abbett Distributor, from a Mutual Fund Advisory
Program. Such characteristics include, among other things, the fact that
an Authorized Institution does not charge its clients any fee of a
consulting or advisory nature that is economically equivalent to the
distribution fee under the class A 12b-1 Plan and the fact that the
program relates to participant-directed Retirement Plans.

Guaranteed signature. An acceptable form of guarantee would be as follows:

o In the case of the estate -

Robert A. Doe
Executor of the Estate of
John W. Doe

[Date]

SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR

/s/ [ILLEGIBLE]
-------------------------
AUTHORIZED SIGNATURE
(960) X9003470
SECURITIES TRANSFER AGENT
MEDALLION PROGRAM)(TM)
SR

o In the case of the corporation - ABC Corporation

Mary B. Doe

By Mary B. Doe, President

[Date]

SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR

/s/ [ILLEGIBLE]
-------------------------
AUTHORIZED SIGNATURE
(960) X9003470
SECURITIES TRANSFER AGENT
MEDALLION PROGRAM)(TM)
SR

18 For More Information
<PAGE>

RECENT PERFORMANCE

Growth and Income Fund. While anticipating a slowing of corporate earnings
might move stock prices lower during the second half of the fund's fiscal
year, investor concern over economic problems abroad resulted in
significant declines across nearly all equity sectors. The fund's value
approach to stock selection did not spare it from declining during the
stock market downturn.

The economy continues to slow, and the financial markets have shown
increased volatility over concerns regarding earnings shortfalls and
evidence of a global credit crunch. How-ever, our expectation for the U.S.
economy at this time is not recession, but rather that we have reach an
inflection point of slower growth. Consumer activity continues to provide
support for growth with gains in job creation, income and spending.
Business spending is an area of greater concern. Recession abroad is
likely to reduce exports and have a flattening effect on corporate profit
growth. Overall, gross domestic product is likely to grow at an annual
rate of approximately 1.5 - 2.0% during the next 6 to 12 months. U.S.
interest rates have fallen, reflecting slowing growth and continuing low
inflation. As the fund's new fiscal year begins, the market is still
anticipating some additional easing by the Federal Reserve, a view with
which we concur. In sum, it is our view that the underpinnings of sound
equity markets remain in place, and the price declines of the third
quarter created more opportunities for long-term investors.

International Fund. During the fund's fiscal year, its investment strategy
of holding a relatively concentrated portfolio of industry-leading
companies bought at low valuation levels means that we have utilized the
recent period of market weakness to steadily add to existing positions.

In addition, the fund was not invested in the emerging and Far Eastern
markets, but was instead concentrated primarily in Europe and Canada.
This, in addition to the fund's superior stock selection, contributed to
the last fiscal year's high performance. Throughout this period, portfolio
turnover remained low. We used new purchase monies to add to our existing
holdings during this period. As a result, there was very little actual
change to our list. Throughout this period, portfolio turnover remained
low.

World Bond-Debenture Fund. A further slowdown in the Asian economies
spread deflationary pressures to the rest of the world, setting the stage
for the lower global interest rates and increased currency volatility.
Even the U.S. economy which has served as the engine for global economic
growth over the last eight years, began to show signs of a slow down.
Against this backdrop, new governments, taking office in both developed
and developing countries have been working to promote growth and reduce
unemployment. In this environment, the fund has endeavored to capture
value across a variety of asset classes while limiting the downside risk
from volatile markets. High-quality assets tended to outperform during
much of the most recent fiscal year as markets discounted the prospect of
lower rates in a flight to quality. The fund - with its limited exposure
to emerging market - was able to hold its own in a falling market by
maintaining exposure to the U.S. and European high-yield markets as well
as to high-grade markets. However, as difficulties in various emerging
market become resolved, a prudent reassessment of investment opportunities
in such markets will be required.

Year 2000 Issues. Each fund could be adversely affected if the computers used by
each fund and their service providers do not properly process and calculate
date-related information from and after January 1, 2000.

While year 2000-related computer problems could have a negative effect on each
fund, Lord Abbett is working to avoid such problems and has assurances from each
fund's service providers that they are taking similar steps. However, because
the problem is unprecedented and efforts to identify and fix any problems are
ongoing, we don't know whether these efforts will be successful. Accordingly,
each fund may be adversely affected.

For More Information 19
<PAGE>

Growth & Income Fund

Financial Information

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in the fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights
have been audited by Deloitte & Touche LLP, the fund's independent
auditors, in conjunction with their annual audit of the fund's financial
statements. Financial statements for the fiscal year ended October 31,
1998 and the Independent Auditors' Report thereon appear in the Annual
Report to Shareholders for the fiscal year ended October 31, 1998 and are
incorporated by reference into the Statement of Additional Information,
which is available on request. Certain information reflects financial
results for a single fund share.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Class A Shares
--------------------------------------------------------------------------
Year Ended October 31,
Per Share Operating Performance: 1998 1997 1996(a)
<S> <C> <C> <C>
Net asset value, beginning of period $8.79 $7.09 $6.50
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income .057 .093 .028
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- -----------------------------------------------------------------------------------------------------------------------------
gain on investments .928 1.781 .589
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .985 1.874 .617
- -----------------------------------------------------------------------------------------------------------------------------
Distributions
- -----------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (.035) (.099) (.027)
- -----------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (.590) (.075) --
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.15 $8.79 $7.09
- -----------------------------------------------------------------------------------------------------------------------------
Total Return(b) 11.97% 26.78% 12.10%(d)
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- -----------------------------------------------------------------------------------------------------------------------------
Expenses 1.22% 1.29% 0.39%(d)
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 0.88% 1.15% 0.40%(d)
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Class B Shares Class C Shares
-------------------------------------------------------------------------------------
Year Ended October 31, Year Ended October 31,
---------------------- ---------------------------------------------------------
Per Share Operating Performance: 1998 1997(a) 1998 1997 1996 1995 1994(a)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $8.80 $8.20 $8.80 $7.09 $6.04 $5.07 $5.00
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income --(c) --(c) .011 .032 .0949 .12 .089
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- -----------------------------------------------------------------------------------------------------------------------------
gain on securities .92 .60 .889 1.790 1.0986 .97 .041
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .92 .60 .900 1.822 1.1935 1.09 .130
- -----------------------------------------------------------------------------------------------------------------------------
Distributions
- -----------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income -- -- -- (.037) (.1035) (.12) (.06)
- -----------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (.590) -- (.590) (.075) (.04) -- --
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.13 $8.80 $9.11 $8.80 $7.09 $6.04 $5.07
- -----------------------------------------------------------------------------------------------------------------------------
Total Return(b) 11.17% 7.19%(d) 10.94% 26.24% 20.02% 21.83% 2.62%(d)
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
- -----------------------------------------------------------------------------------------------------------------------------
Expenses, including waiver 1.98% 0.86%(d) 1.98% 2.05% 1.55% 1.16% 0.61%(d)
- -----------------------------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 1.98% 0.86%(d) 1.98% 2.05% 2.01% 1.91% 1.94%(d)
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 0.09% 0.01%(d) 0.12% 0.39% 1.36% 2.06% 2.03%(d)
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Year Ended October 31,
---------------------------------------------------------------------------------------
Supplemental Data For All Classes: 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Net assets, end of period (000) $165,904 $142,992 $113,962 $32,770 $9,160
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 45.83% 36.37% 23.84% 23.17% 31.95%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) From commencement of operations for each class of shares: July 15, 1996
(class A); June 5, 1997 (class B); and January 3, 1994 (class C).

(b) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.

(d) Not annualized.

See Notes to Financial Statements.

20 Financial Information
<PAGE>

Growth & Income Fund

LINE GRAPH COMPARISON

Immediately below is a comparison of a $10,000 investment in class C
shares to the same investment in the S&P 500(R) Index, assuming
reinvestment of all dividends and distributions.

[PLOT POINTS TO FOLLOW]

================================================================================
Average Annual Total Return at Maximum Applicable
Sales Charge for the Periods Ending October 31, 1998

1 Year 10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(3) 5.50% 19.32%
- --------------------------------------------------------------------------------
Class B(3) 6.72% 9.75%
- --------------------------------------------------------------------------------
Class C(4) 10.94% 16.63%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1) This shows total return applicable to class C shares, with all dividends
and distributions reinvested for the periods shown ending October 31,
1998, using the SEC-required uniform method to compute such return.

(2) Performance for the unmanaged S&P 500(R) Index does not reflect
transaction costs, management fees or sales charges. Performance for this
index begins on 12/31/93.

(3) The class A and B shares were first offered on 7/15/96 and 6/5/97,
respectively. For class B shares, performance reflects the deduction of a
CDSC of 4% (for 1 year) and 3% (life of class).

(4) The class C shares were first offered on 1/3/94. Performance is at net
asset value.

Financial Information 21
<PAGE>

International Fund

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in the fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights
have been audited by Deloitte & Touche LLP, the fund's independent
auditors, in conjunction with their annual audits of the fund's financial
statements. Financial statements for the fiscal year ended October 31,
1998 and the Independent Auditors' Report thereon appear in the Annual
Report to Shareholders for the fiscal year ended October 31, 1998 and are
incorporated by reference into the Statement of Additional Information,
which is available upon request. Certain information reflects financial
results for a single fund share.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Class A Shares
- --------------------------------------------------------------------------------------------------------------------
Year Ended October 31,
--------------------------------------------------------------------------
Per Share Operating Performance: 1998 1997(a)
<S> <C> <C>
Net asset value, beginning of period $10.86 $9.42
- --------------------------------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------------------------------
Net investment income .11(d) .07
- --------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- --------------------------------------------------------------------------------------------------------------------
gain on investments and foreign
- --------------------------------------------------------------------------------------------------------------------
currency holdings 1.45 1.37
- --------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.56 1.44
- --------------------------------------------------------------------------------------------------------------------
Distributions
- --------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (.03) --
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.39 $10.86
- --------------------------------------------------------------------------------------------------------------------
Total Return(b) 14.36% 15.21%(c)
- --------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- --------------------------------------------------------------------------------------------------------------------
Expenses 1.31% 1.23%(c)
- --------------------------------------------------------------------------------------------------------------------
Net investment income 0.80% 0.41%(c)
- --------------------------------------------------------------------------------------------------------------------

<CAPTION>
Class B Shares Class C Shares
-----------------------------------------------------------------------------
Year Ended October 31, Year Ended October 31,
--------------------------------- ------------------------------------
Per Share Operating Performance: 1998 1997(a) 1998 1997(a)
<S> <C> <C> <C> <C>
Net asset value, beginning of period $10.83 $10.26 $10.83 $10.26
- --------------------------------------------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------------------------------------------
Net investment income (loss) .02(d) (.03) .02(d) (.03)
- --------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- --------------------------------------------------------------------------------------------------------------------
gain on investments and foreign
- --------------------------------------------------------------------------------------------------------------------
currency holdings 1.43 .60 1.43 .60
- --------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.45 .57 1.45 .57
- --------------------------------------------------------------------------------------------------------------------
Distributions
- --------------------------------------------------------------------------------------------------------------------
Dividends from net investment income -- -- -- --
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.28 $10.83 $12.28 $10.83
- --------------------------------------------------------------------------------------------------------------------
Total Return(b) 13.39% 5.56%(c) 13.39% 5.56%(c)
- --------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
- --------------------------------------------------------------------------------------------------------------------
Expenses 2.03% 0.87%(c) 2.05% 0.87%(c)
- --------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 0.18% (0.46)%(c) 0.12% (0.46)%(c)
- --------------------------------------------------------------------------------------------------------------------

<CAPTION>
Year Ended October 31,
----------------------------------------------------------------------------
Supplemental Data For All Classes: 1998 1997
<S> <C> <C>
Net assets, end of period (000) $153,033 $37,334
- --------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 20.52% 29.72%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) From commencement of operations for each class of shares: December 13,1996
(class A), June 2, 1997 (Class B), and June 2, 1997 (class C).

(b) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.

(d) Calculated using average shares outstanding during the period.

See Notes to Financial Statements.

22 Financial Information
<PAGE>

LINE GRAPH COMPARISON

Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in MSCI EAFE Index, assuming reinvestment of
all dividends and distributions.

[PLOT POINTS TO COME]

Fund's Average Annual Total Return at Maximum Applicable
Sales Charge for the Periods Ending October 31, 1998

1 Year 10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(2) 7.90% 12.19%
- --------------------------------------------------------------------------------
Class B(4) 8.85% 10.32%
- --------------------------------------------------------------------------------
Class C(5) 13.39% 13.55%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1) Reflects the deduction of the maximum initial sales charge of 5.75%.

(2) This shows total return which is the percent change in value, after
deduction of the maximum initial sales charge of 5.75% applicable to class
A shares, with all dividends and distributions reinvested for the periods
shown ending October 31, 1998, using the SEC-required uniform method to
compute such return.

(3) Performance for the unmanaged MSCI EAFE Index does not reflect transaction
costs, management fees or sales charges. Performance for this index begins
on 12/31/96.

(4) The class B shares were first offered on 6/2/97. Performance reflects the
deduction of a CDSC of 4% (for 1 year) and 3% (life of the class).

(5) The class C shares were first offered on 6/2/97. Performance is at net
asset value.

Financial Information 23
<PAGE>

World Bond-Debenture Fund

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in the fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights
have been audited by Deloitte & Touche LLP, the fund's independent
auditors, in conjunction with their annual audits of the fund's financial
statements. Financial statements for the fiscal year ended October 31,
1998 and the Independent Auditors' Report thereon appear in the Annual
Report to Shareholders for the fiscal year ended October 31, 1998 and are
incorporated by reference into the Statement of Additional Information,
which is available upon request. Certain information reflects financial
results for a single fund share.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Class A Shares Class B Shares Class C Shares
----------------------------------------------------------------------------------------
Year Ended October 31,
Per Share Operating Performance: 1998(a) 1998(a) 1998(a)
<S> <C> <C> <C>
Net asset value, beginning of period $10.00 $10.00 $10.00
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income .511 .406 .395
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- -----------------------------------------------------------------------------------------------------------------------------
loss on investments and foreign
- -----------------------------------------------------------------------------------------------------------------------------
currency holdings (.425) (.372) (.361)
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .086 .034 .034
- -----------------------------------------------------------------------------------------------------------------------------
Distributions
- -----------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (.426) (.384) (.384)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.66 $9.65 $9.65
- -----------------------------------------------------------------------------------------------------------------------------
Total Return(b)(c) 0.75% 0.24% 0.24%
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- -----------------------------------------------------------------------------------------------------------------------------
Expenses, including waiver 0.55% 1.28% 1.28%
- -----------------------------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 1.20% 1.93% 1.93%
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 7.08% 6.67% 6.62%
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Year Ended October 31,
----------------------------------------------------------------------------------------
Supplemental Data For All Classes: 1998(a)
<S> <C> <C>
Net assets, end of period (000) $10,134
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 159.14%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) From commencement of operations for each class of shares: December 18,
1997 (class A), December 19, 1997 (class B), and December 19, 1997 (class
C).

(b) Total return does not consider the effects of sales loads and assumes the
reinvestment of all distributions.

See Notes to Financial Statements.

24 Financial Information
<PAGE>

LINE GRAPH COMPARISON

Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in the JP Morgan Emerging Market Index, and
the JP Morgan Global Gov't Bond Index and the Merrill Lynch HY Master
Index, assuming reinvestment of all dividends and distributions.

[PLOT POINTS TO COME]

Average Annual Total Return at Maximum Applicable
Sales Charge for the Periods Ending October 31, 1998

10 Years (or Life)
- --------------------------------------------------------------------------------
Class A(2) (4.00)%
- --------------------------------------------------------------------------------
Class B(4) (4.77)%
- --------------------------------------------------------------------------------
Class C(5) (0.76)%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1) Reflects the deduction of the maximum initial sales charge of 4.75%.

(2) This shows total return which is the percent change in value, after
deduction of the maximum initial sales charge of 4.75% applicable to class
A shares, with all dividends and distributions reinvested for the periods
shown ending October 31, 1998, using the SEC-required uniform method to
compute such return.

(3) Performance for the unmanaged the JP Morgan Emerging Market Index, the JP
Morgan Global Gov't Bond Index, and the Merrill Lynch HY Master Index do
not reflect transaction costs, management fees or sales charges. These
three indices chosen to compare to the fund's performance have elements of
three categories: high-yield corporate debt, equity-related securities and
high-grade debt. Since there is no one index combining all three in the
same annual blend as the fund's portfolio, these three separate indices
may not be a valid comparison for the fund. Performance for the 3 indices
begins on 12/31/97.

(4) The class B shares were first offered on 12/18/97. For class B shares,
performance reflects the deduction of a CDSC of 4% (for 1 year) and 3%
(life of class).

(5) The class C shares were first offered on 12/18/97. Performance is at net
asset value.

Financial Information 25
<PAGE>

COMPENSATION FOR YOUR DEALER - Growth & Income Fund / International Fund

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
FIRST YEAR COMPENSATION

Front-end
sales charge Dealer's
paid by investors concession Service fee(1) Total compensation(2)
Class A investments (% of offering price) (% of offering price) (% of net investment) (% of offering price)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 5.00% 0.25% 5.24%
- ------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999 4.75% 4.00% 0.25% 4.24%
- ------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999 3.75% 3.25% 0.25% 3.49%
- ------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999 2.75% 2.25% 0.25% 2.49%
- ------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999 2.00% 1.75% 0.25% 2.00%
- ------------------------------------------------------------------------------------------------------------------------------
$1 million or more(3) or Retirement
Plan - 100 or more eligible employees(3)
or Special Retirement Wrap Program(3)
- ------------------------------------------------------------------------------------------------------------------------------
First $5 million no front-end sales charge 1.00% 0.25% 1.25%
- ------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that no front-end sales charge 0.55% 0.25% 0.80%
- ------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that no front-end sales charge 0.50% 0.25% 0.75%
- ------------------------------------------------------------------------------------------------------------------------------
Over $50 million no front-end sales charge 0.25% 0.25% 0.50%
- ------------------------------------------------------------------------------------------------------------------------------
Class B investments Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 3.75% 0.25% 4.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- ------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------
Class B investments Percentage of average net assets(4)
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The service fee for class A and P shares is paid quarterly. The first
year's service fee on class B and C shares is paid at the time of sale.

(2) Reallowance/concession percentages and service fee percentages are
calculated from different amounts, and therefore may not equal total
compensation percentages if combined using simple addition. Additional
Concessions may be paid to Authorized Institutions, such as your dealer,
from time to time.

(3) Concessions are paid 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. With respect to (a) class A share purchases at $1 million or more,
sales qualifying at such level under rights of accumulation and statement
of intention privileges are included and (b) for Special Retirement Wrap
Programs, only new sales are eligible and exchanges into the fund are
excluded.

(4) With respect to class B, C and P shares, 0.25%, 1.00% and 0.45%,
respectively, of the average annual net asset value of such shares
outstanding during the quarter (including distribution reinvestment shares
after the first anniversary of their issuance) is paid to Authorized
Institutions, such as your dealer. These fees are paid quarterly in
arrears.

26 Financial Information
<PAGE>

COMPENSATION FOR YOUR DEALER - World Bond-Debenture Fund

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
FIRST YEAR COMPENSATION

First $5 million no front-end sales charge 1.00% 0.25% 1.25%
- ------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that no front-end sales charge 0.55% 0.25% 0.80%
- ------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that no front-end sales charge 0.50% 0.25% 0.75%
- ------------------------------------------------------------------------------------------------------------------------------
Over $50 million no front-end sales charge 0.25% 0.25% 0.50%
- ------------------------------------------------------------------------------------------------------------------------------
Class B investments Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 3.75% 0.25% 4.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- ------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AFTER FIRST YEAR

Class A investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------
Class B investments Percentage of average net assets(4)
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.65% 0.25% 0.90%
- ------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The service fee for class A and P shares is paid quarterly. The first
year's service fee on class B and C shares is paid at the time of sale.

(4) With respect to class B, C and P shares, 0.25%, 0.90% and 0.45%,
respectively, of the average annual net asset value of such shares
outstanding during the quarter (including distribution reinvestment shares
after the first anniversary of their issuance) is paid to Authorized
Institutions, such as your dealer. These fees are paid quarterly in
arrears.

Financial Information 27
<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>

More information on these funds is available free upon request, including:

ANNUAL/SEMI-ANNUAL REPORT

Describes the funds, lists portfolio holdings and contains a letter from
the funds' manager discussing recent market conditions and the funds'
investment strategies.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

Provides more details about the funds and their policies. A current SAI is
on file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus).

Growth & Income Fund
International Fund
World Bond-Debenture Fund

The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
---------------------------
SEC file number: 811-7358

To obtain information:

By telephone. Call the funds at:
800-426-1130

By mail. Write to:
The Lord Abbett Family of Funds
767 Fifth Avenue
New York, NY 10153-0203

Via the Internet. Text only versions of fund documents can be viewed online or
downloaded from:

Lord, Abbett & Co.
http://www.lordabbett.com

SEC
http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 800-SEC-0330) or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, DC 20549-6009.

LST-1-399
(3/99)

<PAGE>

Lord
Abbett Alpha Fund

Prospectus
March 1, 1999

[LOGO](R) LORD, ABBETT & CO.
Investment Management
A Tradition of Performance Through Disciplined Investing

Class P shares of the fund are neither offered to the general public nor
available in all states. Please call 800-821-5129 for further information.

<PAGE>

Table of Contents

Page
The Fund

What you should know Goal/Approach 2
about the fund Main Risks 2
Past Performance 3
Fees and Expenses 3

Your Investment

Information for managing Purchases 5
your fund account Opening Your Account 7
Redemptions 7
Distributions and Taxes 8
Services For Fund Investors 8
Sales Charges and Service Fees 9
Management 10

For More Information

How to learn more Other Investment Techniques 11
about the fund Glossary of Shaded Terms 13
Recent Performance 14

Financial Information

Financial Highlights 15
Compensation For Your Dealer 17

How to learn more about the Back Cover
fund and other Lord Abbett funds

<PAGE>

The Fund

GOAL / APPROACH

The Alpha Fund seeks long-term capital appreciation. To pursue its
objective, the fund invests in a portfolio of three underlying funds
managed by Lord Abbett.

Developing Growth Fund

o Looks for small companies with exciting prospects, strong management and
above-average, long-term growth potential

o Bottom-up stock selection focuses on fundamentals, not events

International Fund

o Fundamental research seeks to identify the strongest and/or best
positioned companies ("Best of Breed") within their industries

o Portfolio typically focuses on 40-60 of the "Best of Breed" companies,
many of which are small

Small-Cap Value Fund

o Looks for companies that are not closely followed, or may currently be out
of favor within the broader investment community

o Bottom-up stock selection focuses on fundamentals, not events

All three underlying funds seek their objectives by investing primarily in
companies which are small-sized, based on the value of their outstanding
stock. The fund decides in which of the underlying funds and in what
amounts it will invest at any particular time. The fund can change the
amounts invested in any or all underlying funds at any time. As of this
prospectus, approximately 40% of the fund's assets were in Developing
Growth Fund, 30% in Inter-national Fund, and 30% in Small-Cap Value Fund.
Each underlying fund may take a temporary defensive position by investing
some of its assets in short-term debt securities. This could reduce the
benefit from any upswing in the market and prevent the fund from realizing
its investment objective.

MAIN RISKS

Small-Capitalization Stocks. As a result of investing primarily in stocks
of small-sized companies, the fund will experience periods when stock
prices generally rise or decline. This means that your fund investment
will fluctuate in value and you could lose money. While small companies
offer significant appreciation potential, they generally carry more risk
than larger companies. Small companies may be more limited as to product
lines, markets and financial resources. This may make them more
susceptible to business setbacks or economic downturns. Small companies
tend to be more volatile in price and normally have fewer shares
outstanding which trade less frequently than large companies. Therefore,
the securities of smaller companies may be subject to wider price
fluctuations. In many instances, the securities of smaller companies are
traded over the counter.

Foreign Securities. Each of the underlying funds may invest in securities
that trade in foreign countries, and the International Fund expects that a
substantial portion of its assets will be so invested. These stocks are
not subject to the same degree of regulation and may be more volatile and
less liquid than securities traded in major U.S. markets. This may affect
the ability of the underlying funds to trade with maximum efficiencies.
Foreign portfolio securities may be traded on days when an underlying fund
does not value them. Thus, share values could be affected on days an
investor cannot buy or redeem fund shares. Other risks include less
information on public companies, banks and governments; political and
social instability; expropriations; higher transaction costs; currency
fluctuations; nondeductable withholding taxes and different accounting and
settlement practices.

An investment in the fund is not a bank deposit. It is not FDIC-insured or
government-endorsed. It is not a complete investment program. You could
lose money in this fund, but you also have the potential to make money.

We or the fund refers to the Lord Abbett Alpha Fund ("Alpha Fund"), acting as a
fund of funds by investing in the underlying funds. The fund is a portfolio of
Lord Abbett Securities Trust (the "company"). The fund operates under the
supervision of its Board with the advice of Lord, Abbett & Co.("Lord Abbett"),
its investment manager.

About each fund. The fund is a professionally managed portfolio primarily
holding securities purchased with the pooled money of investors. It strives to
reach its stated goals, although as with all funds, it cannot guarantee results.

Underlying funds currently consist of:

o Lord Abbett Developing Growth Fund ("Developing Growth Fund")

o Lord Abbett Securities Trust - International Fund ("International Fund")
and

o Lord Abbett Research Fund - Small-Cap Value Fund ("Small-Cap Value Fund")

Best of Breed refers to certain companies, primarily foreign, that the portfolio
manager thinks are candidates for the best in their industries.

Fund's Volatility and Balance. The fund's long-term volatility is expected to
approximate that of the unmanaged Salomon Extended Market Index. Over time, the
fund intends to approximate the index's balance between foreign and domestic
securities by varying its investments in the underlying funds, subject to the
fund's cash flow and desire to avoid excessive capital gains distributions. Past
performance and volatility of the index do not indicate future results for the
index or the fund. The fund may not achieve this level of volatility, balance,
or its objective.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely des-cribes the other investment strategies and their risks used
by the fund.

2 The Fund
<PAGE>

Alpha Fund

Symbols: CLASS A - ALFAX
CLASS B - ALFBX
CLASS C - ALFCX

PAST PERFORMANCE

[THE FOLLOWING WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]

1998 5.9%

Best Quarter 17.97% Worst Quarter 21.24%

- --------------------------------------------------------------------------------
The table below shows a comparison of the fund's class A, B and C average annual
total return to that of the Salomon Brothers Extended Market Index ("Salomon
Brothers EMI Index"). Fund returns assume reinvestment of dividends and
distributions and payment of the maximum applicable front-end or deferred sales
charge. All periods end on December 31, 1998.

Class 1 Year Inception(i)

A (0.10)% 0.69%
- --------------------------------------------------------------------------------
B 1.14% 1.95%
- --------------------------------------------------------------------------------
C 5.36% 6.16%
- --------------------------------------------------------------------------------
Salomon Brothers EMI Index(ii) 5.92% 5.92%(iii)
- --------------------------------------------------------------------------------

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of the fund.

- --------------------------------------------------------------------------------
Fee Table
- --------------------------------------------------------------------------------
Class A Class B Class C Class P

Shareholder Fees (Fees paid directly from your investment)
- --------------------------------------------------------------------------------
Maximum Sales Charge on Purchases
(as a % of offering price) 5.75% none none none
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(See "Purchases") none 5.00%(2)(5) 1.00%(3) none
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from fund assets) (as a % of average net assets)(1)
- --------------------------------------------------------------------------------
Management Fees (See "Management") 0.50% 0.50% 0.50% 0.50%
- --------------------------------------------------------------------------------
Distribution and Service (12b-1 Fees)(4) 0.35% 1.00% 1.00% 0.45%
- --------------------------------------------------------------------------------
Other Expenses (See "Management") 0.00% 0.00% 0.00% 0.00%
- --------------------------------------------------------------------------------
Total Operating Expenses 0.85% 1.50% 1.50% 0.95%
- --------------------------------------------------------------------------------

Past performance is not a prediction of future results.

- --------------------------------------------------------------------------------
(i) The date of inception for all classes is 12/29/97.

(ii) Performance for the unmanaged Salomon Brothers EMI Index does not reflect
transaction costs or management fees.

(iii) Represents total return for the period 12/31/97 - 12/31/98, to correspond
with the inception date for each class.

Management fees are payable to Lord Abbett for the fund's investment management.
Although not obligated to do so, Lord Abbett may waive all or a portion of its
management fee. Lord Abbett is currently waiving the management fee for the
Alpha Fund. Total operating expenses with the fee waiver are 0.35% (class A
shares), 1.00% (class B and C shares), and .45% (class P shares).

12b-1 fees refer to fees incurred for activities that are primarily intended to
result in the sale of fund shares and service fees for shareholder account
service and maintenance.

Other expenses include fees paid for miscellaneous items such as transfer
agency, legal and share registration fees.

- --------------------------------------------------------------------------------
(1) The annual operating expenses have been restated from fiscal year amounts
to reflect current fees.

(2) 5.00% if shares are redeemed before first anniversary of purchase,
declining to 1.00% before sixth anniversary and eliminated on and after
sixth anniversary.

(3) 1.00% if shares are redeemed before first anniversary of purchase.

(5) Class B shares will convert to class A shares on the eighth anniversary of
your original purchase.

The Fund 3
<PAGE>

While each class of shares of the Alpha Fund is expected to operate with
the direct total operating expenses shown under "Fees and Expenses,"
shareholders in the Alpha Fund bear indirectly the Class Y share expenses
of the underlying funds in which the Alpha Fund invests exclusively. The
following chart provides the expense ratio for each of the underlying
fund's class Y shares, as well as the percentage of the Alpha Fund's net
assets invested in each underlying fund on October 31, 1998:

Underlying Funds' % of Alpha Fund
expense ratios net assets

Lord Abbett Developing Growth Fund .70% 30%
- --------------------------------------------------------------------------------
Lord Abbett Small-Cap Value Fund 1.05% 30%
- --------------------------------------------------------------------------------
Lord Abbett International Fund 1.01% 40%
- --------------------------------------------------------------------------------
100%
===================

Based on these figures, the weighted average class Y share expense ratio
for the underlying funds in which Alpha Fund invests is 0.93% (the
"underlying expense ratio"). This figure is only an approximation of the
Alpha Fund's underlying expense ratio, since its assets invested in each
of the underlying funds changes daily.

- --------------------------------------------------------------------------------
Expense Example
- --------------------------------------------------------------------------------

This example, like that in other funds' prospectuses, assumes a $10,000 initial
investment at maximum sales charge, if any, 5% total return each year and no
changes in expenses. You pay the following expenses over the course of each
period shown if you sell your shares at the end of the period, although your
cost may be higher or lower. The expenses include any applicable contingent
deferred sales charges.

Share class 1 Year 3 Years 5 Years 10 Years

Class A shares $657 $830 $1,019 $1,566
- --------------------------------------------------------------------------------
Class B shares(5) $652 $774 $1,018 $1,617
- --------------------------------------------------------------------------------
Class C shares $252 $474 $818 $1,793
- --------------------------------------------------------------------------------
Class P shares $97 $302 $526 $1,169
- --------------------------------------------------------------------------------

You would pay the following expenses on the same investment, assuming you kept
your shares.

Class A shares $657 $830 $1,019 $1,566
- --------------------------------------------------------------------------------
Class B shares(5) $152 $474 $818 $1,617
- --------------------------------------------------------------------------------
Class C shares $152 $474 $818 $1,793
- --------------------------------------------------------------------------------
Class P shares $97 $302 $526 $1,169
- --------------------------------------------------------------------------------

This example is for comparison and is not a representation of the fund's actual
expenses or returns, either past or present.

See Footnote (5) On Prior Page.

4 The Fund
<PAGE>

Your Investment

PURCHASES

This prospectus offers four classes of shares: classes A, B, C and P (call
800-521-5129 to find out if P shares are available in your state).
Although a fund may have more than one class of shares, these different
classes of shares represent investments in the same portfolio of
securities but are subject to different expenses. Our shares are
continuously offered. The offering price is based on the Net Asset Value
("NAV") per share next determined after we receive your purchase order
submitted in proper form. A front-end sales charge is added to the NAV, in
the case of the class A shares. There is no front-end sales charge,
although there is a Contingent Deferred Sales Charge in the case of the
class B and class C shares, as described below.

You should read this section carefully to determine which class of shares
represents the best investment option for your particular situation. It
may not be suitable for you to place a purchase order for class B shares
of $500,000 or more, or a purchase order for class C shares of $1,000,000
or more. You should discuss pricing options with your investment
professional.

For more information, see "Alternative Sales Arrangements" in the
Statement of Additional Information.

- --------------------------------------------------------------------------------
Front-End Sales Charges - Class A Shares
- --------------------------------------------------------------------------------
To Compute
As a % of As a % of OfferingPrice
Your Investment Offering Price Your Investment Divide NAV by
================================================================================
Less than $50,000 5.75% 6.10% .9425
- --------------------------------------------------------------------------------
$50,000 to $99,999 4.75% 4.99% .9525
- --------------------------------------------------------------------------------
$100,000 to $249,999 3.75% 3.90% .9625
- --------------------------------------------------------------------------------
$250,000 to $499,999 2.75% 2.83% .9725
- --------------------------------------------------------------------------------
$500,000 to $999,999 2.00% 2.04% .9800
- --------------------------------------------------------------------------------
$1,000,000 and over No Sales Charge 1.0000
- --------------------------------------------------------------------------------

Reducing Your Class A Front-End Sales Charges. Class A shares may be
purchased at a discount if you qualify under either of the following:

o Statement of Intention -- A Purchaser of class A shares can purchase
additional shares of any Eligible Fund over a 13-month period and
receive the same sales charge as if all shares had been purchased at
once. Shares purchased through reinvestment of dividends or
distributions are not included. A statement of intention can be
backdated 90 days. Current holdings under rights of accumulation can
be included in a statement of intention.

For more information on eligibility for these privileges, read the
applicable sections in the attached application.

NAV per share for each class of fund shares is calculated each business day at
the close of regular trading on the New York Stock Exchange ("NYSE"). The fund
is open on those business days when the NYSE is open. Purchases and sales of
fund shares are executed at the NAV next determined after the fund receives your
order. In calculating NAV, securities for which market quotations are available
are valued at those quotations. Securities for which such quotations are not
available are valued at fair value under procedures approved by the Board.

Share classes

Class A

o normally offered with a front-end sales charge

Class B

o no front-end sales charge, how-ever, a contingent deferred sales charge is
applied to shares sold prior to the sixth anniversary of purchase

o higher annual expenses than class A shares

o automatically convert to class A shares after eight years

Class C

o no front-end sales charge

o higher annual expenses than class A shares

o a contingent deferred sales charge is applied to shares sold prior to the
first anniversary of purchase

Class P

o available to certain pension or retirement plans and pursuant to a Mutual
Fund Advisory Program

Your Investment 5
<PAGE>

Class A Share Purchases Without A Front-End Sales Charge. Class A shares
may be purchased without a front-end sales charge under any of the
following:

o purchases of $1 million or more *

o purchases by Retirement Plans with at least 100 eligible employees *

o purchases under a Special Retirement Wrap Program *

o purchases made with dividends and distributions on class A shares of
another Eligible Fund

o purchases representing repayment under the loan feature of the Lord
Abbett-sponsored prototype 403(b) Plan for class A shares

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

o purchases under a Mutual Fund Advisory Program

See the Statement of Additional Information for a listing of other
categories of purchasers who qualify for class A share purchases without a
front-end sales charge.

Class A Share CDSC. If you buy class A shares under one of the starred (?)
categories listed above and you redeem any of them within 24 months after
the month in which you initially purchased them, the fund normally will
collect a CDSC of 1%.

The class A share CDSC generally will be waived for the following:

o redemptions continuing as investments in another fund participating
in a Special Retirement Wrap Program

Anniversary(1) of Contingent Deferred Sales Charge
the day on which the on redemption (as % of amount
purchase order was accepted subject to charge)

(1) Anniversary is the 365th day subsequent to a purchase or a prior
anniversary.

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

The class B share CDSC generally will be waived under any one of the
following:

o benefit payments such as Retirement Plan loans, hardship
withdrawals, death, disability, retirement, separation from service
or any excess contribution or distribution under Retirement Plans

* These categories may be subject to a Contingent Deferred Sales Charge
("CDSC").

CDSC regardless of class, is not charged on shares acquired through reinvestment
of dividends or capital gains distributions and is charged on the original
purchase cost or the current market value of the shares at the time they are
being sold, which-ever is lower. In addition, repayment of loans under
Retirement Plans and 403(b) plans will constitute new sales for purposes of
assessing the CDSC.

To determine if a CDSC applies to a redemption, the fund redeems shares in the
following order:

1. shares acquired by reinvestment of dividends and capital gains

2. shares held for six years or more (class B) or two years or more after the
month of purchase (class A) or one year or more (class C)

Retirement Plans include employer-sponsored retirement plans under the Internal
Revenue Code, excluding Individual Retirement Accounts.

Lord Abbett Distributor LLC ("Lord Abbett Distributor") acts as agent for the
fund to work with investment professionals that buy and/or sell shares of the
fund on behalf of their clients. Generally, Lord Abbett Distributor does not
sell fund shares directly to investors.

Benefit Payment Documentation. (Class A only)

o under $50,000 - no documentation necessary

o over $50,000 - reason for benefit payment must be received in writing. Use
the address indicated under "Opening Your Account."

6 Your Investment
<PAGE>

o Eligible Mandatory Distributions under 403(b) Plans and individual
retirement accounts

o death of the shareholder (natural person)

o redemptions of shares in connection with Div-Move and Systematic
Withdrawal Plans (up to 12% per year)

See "Systematic Withdrawal Plan" under "Services For Fund Investors" below
for more information on CDSCs with respect to class B shares.

Class C Share CDSC. The 1% CDSC for class C shares normally applies if you
redeem your shares before the first anniversary of your original purchase.

Class P Shares. Class P shares have lower annual expenses than class B and
class C shares, no front-end sales charge, and no CDSC. Class P shares are
currently sold and redeemed at NAV (a) pursuant to a Mutual Fund Advisory
Program, or (b) to the trustees of, or employer-sponsors with respect to,
pension or retirement plans with at least 100 eligible employees (such as
a plan under Section 401(a), 401(k) or 457(b) of the Internal Revenue
Code) which engage an investment professional providing or participating
in an agreement to provide, certain recordkeeping, administrative and/or
sub-transfer agency services to the fund on behalf of the class P
shareholders.

OPENING YOUR ACCOUNT

MINIMUM INITIAL INVESTMENT

o Regular account $1,000

o Individual Retirement Accounts and
403(b) Plans under the Internal Revenue Code $250

o Uniform Gift to Minor Account $250

For Retirement Plans and Mutual Fund Advisory Programs, no minimum
investment is required, regardless of share class.

You may purchase shares through any independent securities dealer who has
a sales agreement with Lord Abbett Distributor or you can fill out the
attached application and send it to the fund at the address stated below.
You should carefully read the paragraph below entitled "Proper Form"
before placing your order to assure your order will be accepted.

Alpha Fund
P.O. Box 419100
Kansas City, MO 64141

By Exchange. Telephone the fund at 800-821-5129 to request an exchange
from any eligible Lord Abbett-sponsored fund.

REDEMPTIONS

By Broker. Call your investment professional for directions on how to
redeem your shares.

By Telephone. To obtain the proceeds of a redemption of $50,000 or less
from your account, you or your representative can call the fund at
800-821-5129.

By Mail. Submit a written redemption request indicating, the name(s) in
which the

Your Investment 7
<PAGE>

account is registered, the fund's name, the class of shares, your account
number, and the dollar value or number of shares you wish to sell.

To determine if a CDSC applies to a redemption, see "Class A share CDSC,"
"Class B share CDSC" or "Class C share CDSC."

DISTRIBUTIONS AND TAXES

The fund pays its shareholders dividends from its net investment income,
and distributes any net capital gains that it has realized. The fund
expects to pay such income dividends to shareholders annually. If a
capital gain distribution is declared, it will be paid annually. Your
distributions will be reinvested in your fund unless you instruct the fund
to pay them to you in cash. There are no sales charges on reinvestments.

The tax status of distributions is the same for all shareholders
regardless of how long they have been in the fund and whether
distributions are reinvested or paid in cash. In general, distributions
are taxable as follows:

- --------------------------------------------------------------------------------
Federal Taxability Of Distributions

Type of Tax rate for taxpayer Tax rate for taxpayer subject
distribution subject to 15% bracket to 28% bracket or above
- --------------------------------------------------------------------------------
Income Ordinary
dividends 15% income rate
- --------------------------------------------------------------------------------
Short-term Ordinary
capital gains 15% income rate
- --------------------------------------------------------------------------------
Long-term
capital gains 10% 20%
- --------------------------------------------------------------------------------

Except in tax-advantaged accounts, any sale or exchange of fund shares may
be a taxable event.

Annual Information - Information concerning the tax treatment of dividends
and other distributions will be mailed to shareholders each year. Each
fund will also provide annually to its shareholders information regarding
the source of dividends and distributions of capital gains paid by that
fund. Because everyone's tax situation is unique, you should consult your
tax adviser regarding the treatment of those distributions under the
federal, state and local tax rules that apply to you as well as the tax
consequences of gains or losses from the redemption or exchange of your
shares.

SERVICES FOR FUND INVESTORS

AUTOMATIC SERVICES

Starting January 1, 2001, sales of securities held for more than five years will
be taxed at special lower rates.

8 Your Investment
<PAGE>

- --------------------------------------------------------------------------------
For investing

Div-Move You can automatically reinvest the dividends and
distributions from your account into another account in
any Eligible Fund. ($50 minimum)

For selling shares

Systematic You can make regular withdrawals from most Lord Abbett
Withdrawal funds. Automatic cash withdrawals can be paid to you from
Plan ("SWP") your account in fixed or variable amounts. To establish a
plan, the value of your shares must be at least $10,000,
except for Retirement Plans for which there is no
minimum. Your shares must be in non-certificate form.

Class B shares The CDSC will be waived on redemptions of up to 12% of
the current net asset value of your account at the time
of your SWP request. For class B share redemptions over
12% per year, the CDSC will apply to the entire
redemption. Please contact the fund for assistance in
minimizing the CDSC in this situation.

Class B and Redemption proceeds due to a SWP for class B and class C
C shares shares will be redeemed in the order described under
"Contingent Deferred Sales Charges" under "Purchases."
- --------------------------------------------------------------------------------

OTHER SERVICES

Account Statements. Every Lord Abbett investor automatically receives
quarterly account statements.

Account Changes. For any changes you need to make to your account, consult
your investment professional or call the fund at 800-821-5129.

Systematic Exchange. You or your investment professional can establish a
schedule of exchanges between the same classes of any Eligible Fund.

SALES CHARGES AND SERVICE FEES

Sales and Service Compensation. As part of its plan for distributing
shares, each fund and Lord Abbett Distributor pay sales and service
compensation to Authorized

Lord Abbett offers a variety of Retirement Plans. Call 800-253-7299 for
information about:

o Traditional, Rollover, Roth and Education IRAs

o Simple IRAs, SEP-IRAs, 401(k) and 403(b) accounts

o Defined Contribution Plans

Telephone Transactions. You have this privilege unless you refuse it in writing.
For your security, telephone transaction requests are recorded. We will take
measures to verify the identity of the caller, such as asking for your name,
account number, social security or taxpayer identification number and other
relevant information. The fund will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine.

Transactions by telephone may be difficult to implement in times of drastic
economic or market change.

Exchanges by telephone should not be used to take advantage of short-term swings
in the market. The fund reserves the right to limit or terminate this privilege
for any shareholder making frequent exchanges or abusing the privilege and may
revoke the privilege for all shareholders upon 60 days' written notice.

Your Investment 9
<PAGE>

Institutions that sell the fund's shares and service its shareholder
accounts.

Sales compensation originates from two sources: sales charges and 12b-1
distribution fees that are paid out of the fund's assets. Service
compensation originates from 12b-1 service fees. The 12b-1 fee rates vary
by share class, according to the Rule 12b-1 plan adopted by the fund. The
sales charges and 12b-1 fees paid by investors are shown in the
class-by-class information under "Fees and Expenses" and "Purchases." The
portion of these expenses that is paid as sales and service compensation
to Authorized Institutions, such as your dealer, is shown in the chart at
the end of this prospectus. The portion of such sales and service
compensation paid to Lord Abbett Distributor is discussed under "Sales
Activities" and "Service Activities." Sometimes we do not pay sales and
service compensation where tracking data is not available for certain
accounts or where the Authorized Institution waives part of the
compensation.

We may pay Additional Concessions to Authorized Institutions from time to
time.

Sales Activities. We may use 12b-1 distribution fees to pay Authorized
Institutions to finance any activity which is primarily intended to result
in the sale of shares. Lord Abbett Distributor uses its portion of the
distribution fees attributable to the fund's class A and class C shares
for activities which are primarily intended to result in the sale of such
class A and class C shares, respectively. These activities include, but
are not limited to, printing of prospectuses and statements of additional
information and reports for other than existing shareholders, preparation
and distribution of advertising and sales material, expenses of organizing
and conducting sales seminars, Additional Concessions to Authorized
Institutions, the cost necessary to provide distribution-related services
or personnel, travel, office expenses, equipment and other allocable
overhead.

MANAGEMENT

The fund's investment adviser is Lord, Abbett & Co., 767 Fifth Avenue, New
York, NY 10153-0203. Founded in 1929, Lord Abbett manages one of the
nation's oldest mutual fund complexes, with approximately $28 billion in
more than 35 mutual fund portfolios and other advisory accounts. For more
information about the services Lord Abbett provides to the fund, see the
Statement of Additional Information.

Under the Management Agreement, the fund is obligated to pay Lord Abbett a
monthly fee, based on average daily net assets at the annual rate of .50
of 1% for allocating the Alpha Fund's assets among the underlying funds.
However, because Lord Abbett expects to waive this fee for the current
fiscal year of the fund, the effective fee payable of average net assets
is expected to be at the annual rate of zero percent.

Lord Abbett uses a team of portfolio managers and analysts acting together
to manage the fund's investments. Robert G. Morris, Partner of Lord
Abbett, heads the team, which includes the Senior Managers of three
underlying funds: Steven J. McGruder, Developing Growth Fund; Christopher
J. Taylor, International Fund; Robert P. Fetch, Small-Cap Value Fund. Mr.
Morris has been with Lord Abbett for more than five years. Mr McGruder
joined Lord Abbett in 1995; prior to then he was a Vice President of Wafra
Investment Advisory Group, a private investment company, form 1988-1995.
Christopher J. Taylor has been employed by Fuji-Lord Abbett International
Ltd., the new sub-adviser of the fund of which Lord Abbett is a minority
owner, and its predecessor companies since 1987. Robert P. Fetch, Partner
of Lord Abbett, has been with Lord Abbett since 1995; prior to that he was
a Managing Director of Prudential Investment Advisors from 1983 to 1995.

12b-1 fees are payable regardless of expenses. The amounts payable by a fund
need not be directly related to expenses. If Lord Abbett Distri-butor's actual
expenses exceed the fee payable to it, a fund will not have to pay more than
that fee. If Lord Abbett Distributor's expenses are less than the fee it
receives, Lord Abbett Distributor will keep the full amount of the fee.

10 Your Investment
<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be
used by the funds, and their risks.

Adjusting Investment Exposure. Each underlying fund may, but is not
required to, use various strategies to change its investment exposure to
adjust to changing security prices, interest rates, currency exchange
rates, commodity prices and other factors. Each underlying fund may use
one or more of the following strategies: options and futures contracts,
short sales of securities, and rights and warrants. The underlying fund
may use these transactions to change the risk and return characteristics
of each fund's portfolio. If we judge market conditions incorrectly or use
a strategy that does not correlate well with the fund's investments, it
could result in a loss, even if we intended to lessen risk or enhance
returns. These transactions may involve a small investment of cash
compared to the magnitude of the risk assumed and could produce
disproportionate gains or losses. Also, these strategies could result in
losses if the counterparty to a transaction does not perform as promised.

Borrowing. Each underlying fund may borrow from banks. If a fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. Each fund may borrow only for temporary or
emergency purposes, and not in an amount exceeding 331/3% of its total
assets.

Developing Growth Fund. The investment objective of the Developing Growth
Fund is long-term growth of capital through a diversified and
actively-managed portfolio consisting of developing growth companies, many
of which are traded over the counter. In pursuing Developing Growth Fund's
objective, it invests primarily in the common stocks of companies with
long-range growth potential, particularly smaller companies that Lord
Abbett believes to be in the developing growth phase.

Lord Abbett views the developing growth phase as a period of swift
development, when growth occurs at a rate rarely equaled by established
companies in their mature years. Developing Growth Fund focuses on
companies which it believes are strongly positioned in this phase. Of
course, because the actual growth of a company cannot be foreseen, Lord
Abbett may not always be correct in its judgments about which phase a
company is in at a particular time.

Diversification. Each underlying fund is a diversified fund. This means
that as to 75% of its total assets, it will not purchase a security if, as
a result, more than 5% of the fund's total assets would be invested in
securities of a single issuer or the underlying fund would hold more than
10% of the outstanding voting securities of the issuer.

Foreign Currency Hedging Techniques. Both the International Fund and the
Small-Cap Value Fund may use Foreign Currency Hedging Techniques.Although
these two funds do not normally engage in extensive currency hedging, they
may use currency forwards and options to hedge the risk to the portfolio
if they expect that foreign exchange price movements will be unfavorable
for U.S. investors. Generally, these instruments allow a fund to lock in a
specified exchange rate for a period of time. If the fund's forecast
proves to be wrong, such a hedge may cause a loss. Also, it may be
difficult or impractical to hedge currency risk in many emerging
countries. The underlying funds generally will not enter into a forward
contract with a term greater than one year. Under some circumstances, a
fund may commit a substantial portion or the entire value of its portfolio
to the

For More Information 11
<PAGE>

completion of forward contracts. Although such contracts will be used
primarily to attempt to protect the fund from adverse currency movements,
their use involves the risk Lord Abbett will not accurately predict
currency movements, and the fund's return could be reduced.

High Yield Debt Securities. The Small-Cap Value Fund may invest in high
yield debt securities although it will not invest more than 5% of its
assets measured at the time of investment in them. High yield debt
securities or "junk bonds" are rated BB/Ba or lower and typically pay a
higher yield than investment-grade debt securities. These bonds have a
higher risk of default than investment grade bonds and their prices can be
much more volatile.

Illiquid Securities. Each underlying fund may invest up to 15% of its
assets in illiquid securities. These securities include those that are not
traded on the open market or that trade irregularly or in very low volume.
They may be difficult or impossible to sell at the time and price the fund
would like.

International Fund. The investment objective of the International Fund is
long-term capital appreciation. Current income is incidental to the
International Fund's objective and the fund may invest in securities that
do not produce any income. The fund may invest in securities of companies
domiciled in developed countries and in developing countries, including
common and preferred stocks, convertible securities, rights and awards to
purchase common stocks. Normally, at least 80% of the total assets of this
fund will be invested in equity securities of companies that are domiciled
in at least three different countries outside the United States. Although
the International Fund invests primarily in equity securities of companies
with market capitalization of less than $1 billion, it may also invest in
large and middle capitalization securities.

Portfolio Securities Lending. Each fund may lend securities to
broker-dealers and financial institutions, as a means of earning income.
This practice could result of a loss or delay in recovering a fund's
securities, if the borrower defaults. Each fund will limit its securities
loans to 331/3% of its total assets.

Repurchase Agreements. Both the International Fund and the Small-Cap Value
Fund may enter into repurchase agreements. In a repurchase agreement, a
fund buys a security at one price from a broker-dealer or financial
institution and simultaneously agrees to sell the same security back to
the same party at a higher price in the future. If the other party to the
agreement defaults or becomes insolvent, the fund could lose money.

Short-Term Fixed-Income Securities. Each underlying fund is authorized to
invest temporarily in certain short-term fixed income securities. Such
securities may be used to invest uncommitted cash balances, to maintain
liquidity to meet shareholder redemptions, or to take a temporary
defensive position against market declines. These securities include:
obligations of the U.S. government and its agencies and instrumentalities;
commercial paper, bank certificates of deposit, and bankers' acceptances;
and repurchase agreements collateralized by these securities.

Small-Cap Value Fund. The Small-Cap Value Fund's investment objective is
long-term capital appreciation. This fund invests primarily in equity
securities which it believes to be undervalued. In doing so, the Small-Cap
Value Fund's usually invests in smaller companies, which may be out of
favor with or not closely followed by investors, and sometimes offer
substantial appreciation potential. The production of income is of
incidental importance, and the fund may buy securities that do not produce
any income. Up to 35% of the fund's net assets may be invested in
securities that are traded in foreign countries.

12 For More Information
<PAGE>

When-Issued or Delayed Delivery Transactions. Both the International Fund
and Small-Cap Value Fund may purchase or sell securities with payment and
delivery taking place as much as a month or more later. A fund would do
this in effort to buy or sell the securities at an advantageous price and
yield. The securities involved are subject to market fluctuation and no
interest accrues to the purchaser during the period between purchase and
settlement. At the time of delivery of the securities, their market value
may be less than the purchase price. Also, if a fund commits a significant
amount of assets to when-issued or delayed delivery transactions, it may
increase the volatility of that fund's net asset value.

GLOSSARY OF SHADED TERMS

Eligible Fund. An Eligible Fund is any Lord Abbett-sponsored fund except
for certain tax-free, single-state funds where the exchanging shareholder
is a resident of a state in which such a fund is not offered for sale;
Lord Abbett Equity Fund; Lord Abbett Series Fund; Lord Abbett U.S.
Government Securities Money Market Fund ("GSMMF") (except for holdings in
GSMMF which are attributable to any shares exchanged from the Lord Abbett
family of funds). An Eligible Fund also is any Authorized Institution's
affiliated money market fund satisfying Lord Abbett Distributor as to
certain omnibus account and other criteria.

Legal Capacity. With respect to a redemption request, if (for example) the
request is on behalf of the estate of a deceased shareholder, John W. Doe,
by a person (Robert A. Doe) who has the legal capacity to act for the
estate of the deceased shareholder because he is the executor of the
estate, then the request must be executed as follows: Robert A.Doe,
Executor of the Estate of John W. Doe. That signature using that capacity
must be guaranteed by an Eligible Guarantor.

Similarly, if (for example) the redemption request is on behalf of the ABC
Corporation by a person (Mary B. Doe) that has the legal capacity to act
on behalf of this corporation,

Guaranteed signature. An acceptable form of guarantee would be as follows:

o In the case of the estate -

Robert A. Doe

Executor of the Estate of
John W. Doe

[Date]

SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR

/s/ [ILLEGIBLE]
-------------------------
AUTHORIZED SIGNATURE
(960) X9003470
SECURITIES TRANSFER AGENT
MEDALLION PROGRAM)(TM)
SR

o In the case of the corporation - ABC Corporation

Mary B. Doe

By Mary B. Doe, President

[Date]

SIGNATURE GUARANTEED
MEDALLION GUARANTEED
NAME OF GUARANTOR

/s/ [ILLEGIBLE]
-------------------------
AUTHORIZED SIGNATURE
(960) X9003470
SECURITIES TRANSFER AGENT
MEDALLION PROGRAM)(TM)
SR

For More Information 13
<PAGE>

because she is the President of the corporation, then the request must be
executed as follows: ABC Corporation by Mary B.Doe, President. That
signature using that capacity must be guaranteed by an Eligible Guarantor.

Mutual Fund Advisory Program. Certain unaffiliated authorized brokers,
dealers, registered investment advisers or other financial institutions
who either (a) have an arrangement with Lord Abbett Distributor in
accordance with certain standards approved by Lord Abbett Distributor,
providing specifically for the use of our shares (and sometimes providing
for acceptance of orders for such shares on our behalf) in particular
investment products made available for a fee to clients of such brokers,
dealers, registered investment advisers and other financial institutions,
or (b) charge an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their clients.

Purchaser. 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.

Special Retirement Wrap Program. A program sponsored by an authorized
institution showing one or more characteristics distinguishing it, in the
opinion of Lord Abbett Distributor from a Mutual Fund Advisory Program.
Such characteristics include, among other things, the fact that an
authorized institution does not charge its clients any fee of a consulting
or advisory nature that is economically equivalent to the distribution fee
under the class A 12b-1 Plan and the fact that the program relates to
participant-directed Retirement Plans.

RECENT PERFORMANCE

Concern over economic problems abroad made investors reluctant to take
risk, pushing stock prices down in most sectors. Small-cap stocks, which
are generally less liquid than mid-cap and large-cap stocks, under
performed most other asset classes. The fund declined moderately amid
difficult market conditions. More recently, the Federal Reserve Board
moved to lower interest rates to restore investor confidence, and
small-company stocks have rallied. However, relative to most large-company
stocks, small-caps remain meaningfully undervalued. We view this as a
unique opportunity to invest in select small companies. Furthermore, we
anticipate that continued intervention by the Federal Reserve will create
an environment in which small-cap stocks can perform well.

While year 2000-related computer problems could have a negative effect on the
fund, Lord Abbett is working to avoid such problems and has assurances from the
fund's service providers that they are taking similar steps. However, because
the problem is unprecedented, we don't know whether these efforts will be
successful. Accordingly, the fund may be adversely affected.

14 For More Information
<PAGE>

Financial Information

FINANCIAL HIGHLIGHTS

This table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in the fund would
have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights
have been audited by Deloitte & Touche LLP, the fund's independent
auditors, in conjunction with their annual audit of the fund's financial
statements. Financial statements for the fiscal year ended October 31,
1998 and the Independent Auditors' Report thereon appear in the Annual
Report to Shareholders for the fiscal year ended October 31, 1998 and are
incorporated by reference into the Statement of Additional Information,
which is available upon request. Certain information reflects financial
results for a single fund share.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Shares Class B Shares Class C Shares
------------------------------------------------------------------------------------------------
Period Ended October 31,
Per Share Operating Performance: 1998(b) 1998(b) 1998(b)
<S> <C> <C> <C>
Net asset value, beginning of period $13.52 $13.52 $13.52
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment loss (.03)(d) (.11)(d) (.11)(d)
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
loss on investments and foreign
- ------------------------------------------------------------------------------------------------------------------------------------
currency holdings (.58) (.56) (.55)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (.61) (.67) (.66)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.91 $12.85 $12.86
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(c) (4.51)% (4.96)% (4.88)%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses, including waiver 0.21% 0.83% (0.82)%
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses, excluding waiver 0.63% 1.26% 1.24%
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (0.18)% (0.81)% (0.82)%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Period Ended October 31,
------------------------------------------------------------------------------------------------
Supplemental Data For All Classes: 1998
<S> <C>
Net assets, end of period (000) $106,279
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 0.01%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Total return does not reflect the deduction of front-end or contingent
deferred sales charges.

(b) From commencement of operations for each class of shares: December 29,
1997.

(d) Calculated using average shares outstanding during the period. See Notes
to Financial Statements.

Financial Information 15
<PAGE>

LINE GRAPH COMPARISON

Immediately below is a comparison of a $10,000 investment in class A
shares to the same investment in the Salomon Brothers EMI Index, assuming
reinvestment of all dividends and distributions.
- --------------------------------------------------------------------------------

[GRAPH OMITTED]

- --------------------------------------------------------------------------------
Average Annual Total Return at Maximum Sales Charge
for the Periods Ending October 31, 1998

Life
- --------------------------------------------------------------------------------

Class A(3) (10.00)%
- --------------------------------------------------------------------------------
Class B(4) (9.71)%
- --------------------------------------------------------------------------------
Class C(5) (5.83)%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1) Reflects the deduction of the maximum initial sales charge of 5.75%.

(2) Performance for the unmanaged Salomon Brothers EMI Index does not reflect
transaction costs, management fees or sales charges. Performance for this
index begins on 12/31/97.

(3) This shows total return which is the percent change in value, after
deduction of the maximum initial sales charge of 5.75% applicable to class
A shares, with all dividends and distributions reinvested for the periods
shown ending October 31, 1998 using the SEC-required uniform method to
compute such return.

(4) The class B shares were first offered on 12/29/97. Performance reflects
the deduction of a CDSC of 4% (for 1 year) and 3% (for life of the class).

(5) The class C shares were first offered on 12/29/97. Performance is at net
asset value.

16 Financial Information
<PAGE>

COMPENSATION FOR YOUR DEALER

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIRST YEAR COMPENSATION
Front-end
sales charge Dealer's
paid by investors concession Service fee(1) Total compensation(2)
Class A investments (% of offering price) (% of offering price) (% of net investment) (% of offering price)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 5.00% 0.25% 5.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 - $99,999 4.75% 4.00% 0.25% 4.24%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 - $249,999 3.75% 3.25% 0.25% 3.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 - $499,999 2.75% 2.25% 0.25% 2.49%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 - $999,999 2.00% 1.75% 0.25% 2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$1 million or more(3) or Retirement Plan - 100 or more eligible employees(3) or
Special Retirement Wrap Program(3)
- ------------------------------------------------------------------------------------------------------------------------------------
First $5 million no front-end sales charge 1.00% 0.25% 1.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $5 million above that no front-end sales charge 0.55% 0.25% 0.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $40 million above that no front-end sales charge 0.50% 0.25% 0.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Over $50 million no front-end sales charge 0.25% 0.25% 0.50%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments Paid at time of sale (% of net asset value)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 3.75% 0.25% 4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments Percentage of average net assets
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%

- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AFTER FIRST YEAR
Class A investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class B investments Percentage of average net assets(4)
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge none 0.25% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Class C investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.75% 0.25% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Class P investments
- ------------------------------------------------------------------------------------------------------------------------------------
All amounts no front-end sales charge 0.25% 0.20% 0.45%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The service fee for class A and P shares is paid quarterly. The first
year's service fee on class B and C shares is paid at the time of sale.

Financial Information 17
<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>

More information on this fund is available free upon request, including
the following:

ANNUAL/SEMI-ANNUAL REPORT

Describes the fund, lists portfolio holdings and contains a letter from
the fund's manager discussing recent market conditions and the fund's
investment strategies.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

Provides more details about the fund and its policies. A current SAI is on
file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus).

Alpha Fund

The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
-----------------------
SEC file number: 811-7538

To obtain information:

By telephone. Call the fund at: 800-426-1130

By mail. Write to the fund at: The Lord Abbett Family of Funds 767 Fifth Avenue
New York, NY 10153-0203

Via the Internet. Text only versions of fund documents can be viewed online or
downloaded from:

Lord, Abbett & Co.
http://www.lordabbett.com

SEC
http://www.sec.gov

LAALPH-1-399
(3/99)

<PAGE>

- --------------------------------------------------------------------------------
LORD ABBETT

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Statement of Additional Information March 1, 1999
- --------------------------------------------------------------------------------

Growth & Income Fund
International Fund
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a Prospectus. A Prospectus 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 of Additional information relates
to, and should be read in conjunction with, the Prospectus dated March 1, 1999.

Lord Abbett Securities Trust (the "Company") was organized as a Delaware
business trust on February 26, 1993. The Company has four funds, but only Growth
& Income Fund and International Fund, individually ("we" or the "fund"),
collectively (the "funds") are described in this Statement of Additional
Information. The Growth & Income Fund has four classes of shares (A, B, C, and
P) and International Fund has five classes of shares (A, B, C, P and Y). Only
classes A, B, C and P are offered by this Statement of Additional Information.
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.

Rule 18f-2 under the Investment Company Act of 1940, as amended (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 Funds shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding shares are affected by such matter. Rule 18f-2 further provides
that a class shall be deemed to be affected by a matter unless the interests of
each class in the matter are substantially identical or the matter does not
affect any interest of such class. However, the Rule exempts the selection of
independent public accountants, the approval of principal distributing contracts
and the election of trustees from its separate voting requirements.

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

TABLE OF CONTENTS Page

1. Investment Objective and Policies 2
2. Trustees and Officers 5
3. Investment Advisory and Other Services 9
4. Portfolio Transactions 10
5. Purchases, Redemptions and Shareholder Services 12
6. Past Performance 19
7. Taxes 20
8. Information About the Company 21
9. Financial Statements 22

1
<PAGE>

1.
Investment Objective and Policies

Fundamental Investment Restrictions.

Both Funds are subject to the following investment restrictions which cannot be
changed without approval of a majority of each Fund's outstanding shares. Each
Fund may not: (1) borrow money, except that (i) each Fund 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 Fund may borrow up to an additional 5% of its
total assets for temporary purposes, (iii) each Fund may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of portfolio
securities and (iv) each Fund 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 each Fund's 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 Fund 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 each Fund may
invest in securities directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or interests
therein), or commodities or commodity contracts (except to the extent each Fund
may do so in accordance with applicable law and without registering as a
commodity pool operator under the Commodity Exchange Act as, for example, with
futures contracts); (6) with respect to 75% of its gross assets, buy securities
of one issuer representing more than (i) 5% of its gross assets, 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 Fund also is subject to the following non-fundamental
investment policies which may be changed by the Board of Trustees without
shareholder approval. Each Fund may not: (1) borrow in excess of 33 1/3% of its
total assets (including the amount borrowed), 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 Trustees; (4) invest in the securities of other investment companies
(in the case of the International Fund, as long as the Fund is an underlying
fund in a fund-of-funds structure) (in the case of the Growth & Income Fund,
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 Fund's total assets would be
invested in such securities (this restriction shall not apply to
mortgaged-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 trustees of the Fund or by one
or more partners or members of the Fund's 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 a Fund's total assets (included within such limitation, but not to exceed 2%
of a Fund's 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 Fund 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,

2
<PAGE>

straddles, spreads or combinations thereof, except to the extent permitted in
each 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,
trustees, employees, or its investment adviser or any of its officers, trustees,
partners or employees, any securities other than shares of each Fund.

INVESTMENT TECHNIQUES

Each Fund intends to utilize, from time to time, one or more of the investment
techniques described below, including lending portfolio securities, repurchase
agreements, warrants, and covered call options. While some of these techniques
involve risk when utilized independently, the Funds intend to use them to reduce
risk and volatility in its portfolios.

Lending Portfolio Securities. Each Fund may lend portfolio securities to
registered broker-dealers. These loans, if and when made, may not exceed 30% of
each Fund's total assets. Each Fund loan 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 at least
equal to the market value of the loaned securities. From time to time, each Fund
may pay a part of the interest received with respect to the investment of
collateral to a borrower and/or a third party that is not affiliated with the
Fund and is acting as a "placing broker." No fee will be paid to affiliated
persons of the Fund.

By lending portfolio securities, each Fund 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 the borrower when U.S.
Government securities or other forms of non-cash collateral are received. Each
Fund will comply with the following conditions whenever it loans securities: (i)
each Fund 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) each Fund must
be able to terminate the loan at any time; (iv) each Fund must receive
reasonable compensation for the loan, as well as any dividends, interest or
other distributions on the loaned securities; (v) each Fund 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 Trustees must
terminate the loan and regain the right to vote the securities.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
respect to a security. A repurchase agreement is a transaction by which each
Fund acquires a security and simultaneously commits to resell that security to
the seller (a bank or securities dealer) at an agreed upon price on an agreed
upon date. The resale price reflects the purchase price plus an agreed upon
market rate of interest which is unrelated to the coupon rate or date of
maturity of the purchased security. In this type of transaction, the securities
purchased by each Fund have a total value in excess of the value of the
repurchase agreement. Each Fund 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 each Fund 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, each Fund
may incur a loss upon disposition of them. 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 each Fund 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
Fund management acknowledges these risks, it is expected that they can be
controlled through stringent selection criteria and careful monitoring
procedures. Fund management intends to limit repurchase agreements to
transactions with dealers and financial institutions believed by Fund management
to present minimal credit risks. Fund management will monitor creditworthiness
of the repurchase agreement sellers on an ongoing basis.

3
<PAGE>

The Fund will enter into repurchase agreements only with those primary reporting
dealers that report to the Federal Reserve Bank of New York and with the 100
largest United States commercial banks and the underlying securities purchased
under the agreements will consist only of those securities in which the Fund
otherwise may invest.

Warrants. Each Fund will not invest more than 5% of its assets in warrants and
not more than 2% of such value in warrants not listed on the New York or
American Stock Exchanges, except when they form a unit with other securities. As
a matter of operating policy, we will not invest more than 5% of our net assets
in rights.

Covered Call Options. Each Fund may write covered call options which are traded
on a national securities exchange with respect to securities in its portfolio in
an attempt to increase its income and to provide greater flexibility in the
disposition of its portfolio securities. A "call option" is a contract sold for
a price (the "premium") giving its holder the right to buy a specific number of
shares of stock at a specific price prior to a specified date. A "covered call
option" is a call option issued on securities already owned by the writer of the
call option for delivery to the holder upon the exercise of the option. During
the period of the option, each Fund forgoes the opportunity to profit from any
increase in the market price of the underlying security above the exercise price
of the option (to the extent that the increase exceeds its net premium). Each
Fund may enter into "closing purchase transactions" in order to terminate its
obligation to deliver the underlying security (this may result in a short-term
gain or loss). A closing purchase transaction is the purchase of a call option
(at a cost which may be more or less than the premium received for writing the
original call option) on the same security, with the same exercise price and
call period as the option previously written. If a Fund is unable to enter into
a closing purchase transaction, it may be required to hold a security that it
might otherwise have sold to protect against depreciation. Neither Fund intends
to write covered call options with respect to securities with an aggregate
market value of more than 5% of its gross assets at the time an option is
written. This percentage limitation will not be increased without prior
disclosure in the current Prospectus.

Each Fund's custodian will segregate cash or liquid high-grade debt securities
in an amount not less than that required by Securities Exchange Commission
("SEC") Release 10666 with respect to Fund assets committed to written covered
call options. If the value of the segregated securities declines, additional
cash or debt securities will be added on a daily basis (i.e., marked-to-market)
so that the segregated amount will not be less than the amount of each Fund's
commitments with respect to such written options.

Other International Fund Investment Policies (which can be changed without
shareholder approval)

Financial Futures Contracts. The International Fund may enter into contracts for
the future delivery of a financial instrument, such as a security or the cash
value of a securities index. This investment technique is designed primarily to
hedge (i.e., protect) against anticipated future changes in interest rates or
market conditions which otherwise might adversely affect the value of securities
which we hold or intend to purchase. A "sale" of a futures contract means the
undertaking of a contractual obligation to deliver the securities or the cash
value of an index called for by the contract at a specified price during a
specified delivery period. A "purchase" of a futures contract means the
undertaking of a contractual obligation to acquire the securities or cash value
of an index at a specified price during a specified delivery period. At the time
of delivery pursuant to the contract, adjustments are made to recognize
differences in value arising from the delivery of securities which differ from
those specified in the contract. In some cases, securities called for by a
futures contract may not have been issued at the time the contract was written.
The International Fund will not enter into any futures contracts or options on
futures contracts if the aggregate of the market value of the securities covered
by its outstanding futures contracts and securities covered by futures contracts
subject to the outstanding options written by it would exceed 50% of its total
assets.

Although some financial futures contracts by their terms call for the actual
delivery or acquisition of securities, in most cases, a party will close out the
contractual commitment before delivery without having to make or take delivery
of the security by purchasing (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, if effected through a member of an exchange, cancels the
obligation to make or take delivery of the securities. All transactions in the
futures market are made, offset or fulfilled through a clearing house associated
with the exchange on which the contracts are traded. The International Fund will
incur

4
<PAGE>

brokerage fees when it purchases or sells contracts and will be required to
maintain margin deposits. At the time it enters into a futures contract, it is
required to deposit with its custodian, on behalf of the broker, a specified
amount of cash or eligible securities called "initial margin." The initial
margin required for a futures contract is set by the exchange on which the
contract is traded. Subsequent payments, called "variation margin," to and from
the broker are made on a daily basis as the market price of the futures contract
fluctuates. The costs incurred in connection with futures transactions could
reduce the Fund's return. Futures contracts entail risks. If the investment
adviser's judgment about the general direction of interest rates or markets is
wrong, the overall performance may be poorer than if no such contracts had been
entered into.

There may be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged. The degree of difference in
price movements between futures contracts and the securities (or securities
indices) being hedged depends upon such things as variations in demand for
futures contracts and securities underlying the contracts and differences
between the liquidity of the markets for such contracts and the securities
underlying them. In addition, the market prices of futures contracts may be
affected by certain factors not directly related to the underlying securities.
At any given time, the availability of futures contracts, and hence their
prices, are influenced by credit conditions and margin requirements. Due to the
possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of market
trends by the investment adviser may not result in a successful hedging
transaction.

Options on Financial Futures Contracts. The International Fund may purchase and
write call and put options on financial futures contracts. An option on a
futures contract gives the purchaser the right, in return for the premium paid,
to assume a position in a futures contract at a specified exercise price at any
time during the period of the option. Upon exercise, the writer of the option
delivers the futures contract to the holder at the exercise price. The
International Fund would be required to deposit with our custodian initial
margin and maintenance margin with respect to put and call options on futures
contracts written by us. Options on futures contracts involve risks similar to
the risks relating to transactions in financial futures contracts described
above. Generally speaking, a given dollar amount used to purchase an option on a
financial futures contract can hedge a much greater value of underlying
securities than if that amount were used to directly purchase the same financial
futures. Should the event that the International Fund intends to hedge (or
protect) against not materialize, however, the option may expire worthless, in
which case we would lose the premium paid therefor.

Portfolio Turnover. For the fiscal year ended October 31, 1998, the portfolio
turnover rate was 45.83% for the Growth & Income Fund; for the fiscal year ended
October 31, 1997, it was 36.37%. For the fiscal year ended October 31, 1998, the
portfolio turnover rate was 20.52% for the International Fund; and for the
period December 13, 1996 to October 31, 1997 it was 29.72%.

2.
Trustees and Officers

The following trustee is a partner of Lord, Abbett & Co. ("Lord Abbett"), The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been associated with Lord Abbett for over five years and is also an officer
and/or director or trustee of the twelve other Lord Abbett-sponsored funds. He
is an "interested person" 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 53, Chairman and President

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

E. Thayer Bigelow
Time Warner Inc.
1271 Avenue of the Americas

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<PAGE>

New York, New York

Senior Adviser, Time Warner Inc. Formerly, Acting Chief Executive Officer of
Courtroom Television Network (1997 - 1998). Formerly, President and Chief
Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). Prior to
that, President and Chief Operating Officer of Home Box Office, Inc. Age 57.

William H.T. Bush
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri

Co-founder and Chairman of the Board of the financial advisory firm of
Bush-O'Donnell & Company. Age 60.

Robert B. Calhoun, Jr.
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing Director of Monitor Clipper Partners and President of The Clipper Group
L.P., both private equity investment funds. Age 56.

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 68.

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

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.

C. Alan MacDonald
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut

Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly, General Partner of The Marketing Partnership,
Inc., a full service marketing consulting firm (1994-1997). Prior to that,
Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992-1994). His career spans 36 years at Stouffers and
Nestle with 18 of the years as Chief Executive Officer. Currently serves as
Director of DenAmerica Corp., J. B. Williams Company, Inc., Fountainhead Water
Company and Exigent Diagnostics. Age 65.

Hansel B. Millican, Jr.
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company. Age 70.

Thomas J. Neff
Spencer Stuart

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<PAGE>

277 Park Avenue
New York, New York

Chairman of Spencer Stuart, an executive search consulting firm. Currently
serves as a Director of Ace, Ltd. (NYSE). Age 61.

The second column of the following table sets forth the compensation accrued for
outside trustees. The third and fourth columns set forth information with
respect to the equity-based benefits accrued for outside directors/trustees
maintained by the Lord Abbett-sponsored funds. The fourth column sets forth the
total compensation payable by such funds to the outside directors/trustees. No
trustee of the funds associated with Lord Abbett and no officer of the funds
received any compensation from the funds for acting as a trustee or officer.

For the Fiscal Year Ended October 31, 1998

<TABLE>
<CAPTION>
(1) (2) (3) (4)

Pension or For Year Ended
Retirement Benefits December 31, 1998
Accrued by the Total Compensation
Aggregate Company and Accrued by the Company and
Compensation Twelve Other Lord Twelve Other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of Director the Company(1) Companies(2) Companies(3)
- ---------------- ------------- ------------------- ---------------------------
<S> <C> <C> <C>
E. Thayer Bigelow $1,235 $17,068 $57,400
William H.T. Bush* $356 none $27,500
Robert B. Calhoun, Jr.** $486 none $33,500
Stewart S. Dixon $1,215 $32,190 $56,500
John C. Jansing $1,199 $45,085(4) $55,500
C. Alan MacDonald $1,198 $30,703 $55,000
Hansel B. Millican, Jr. $1,199 $37,747 $55,500
Thomas J. Neff $1,220 $19,853 $56,500
</TABLE>

*Elected as of August 13, 1998
**Elected as of June 17, 1998

(1) Outside trustees' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored companies based on
the net assets of each fund. A portion of the fees payable by the Company
to its outside directors/trustees is being deferred under a plan that
deems the deferred amounts to be invested in shares of the Company for
later distribution to the directors/trustees.

(2) The amounts in Column 3 were accrued by the Lord Abbett-sponsored
companies for the 12 months ended October 31, 1998 with respect to the
equity based plans established for independent directors in 1996. This
plan supercedes a previously approved retirement plan for all future
directors. Current directors had the option to convert their accrued
benefits under the retirement plan. All of the outside directors except
one made such an election.

(3) This column shows aggregate compensation, including directors'/trustees'
fees and attendance fees for board and committee meetings, of a nature
referred to in footnote one, accrued by the Lord Abbett-sponsored
companies during the year ended December 31, 1998. The amounts of the
aggregate compensation payable by the Company as of October 31, 1998
deemed invested in Company shares, including dividends reinvested and
changes in net asset value applicable to such deemed investments, were:
Mr. Bigelow, $1,671; Mr. Calhoun, $264; Mr. Jansing, $25,597; Mr.
MacDonald, $10,642; Mr. Millican, $24,792; and Mr. Neff, $25,874. If the
amounts deemed invested in Company shares were added to each director's
actual holdings of Company shares as of October 31, 1998, each would own,
the

7
<PAGE>

following: Mr. Bigelow, 183 shares; Mr. Calhoun, 28 shares; Mr. Dixon, 625
shares; Mr. Jansing, 7,370 shares; Mr. MacDonald, 1,163 shares; Mr.
Millican, 2,709 shares; and Mr. Neff, 3,273 shares.

(4) Mr. Jansing chose to continue to receive benefits under the retirement
plan which provides that outside directors (Trustees) may receive annual
retirement benefits for life equal to their final annual retainer
following retirement at or after age 72 with at least ten years of
service. Thus, if Mr. Jansing were to retire and the annual retainer
payable by the funds were the same as it is today, he would receive annual
retirement benefits of $50,000.

Except where indicated, the following executive officers of the Company have
been associated with Lord Abbett for over five years. Of the following, Messrs.
Brown, Carper, Fetch, Hilstad, Morris, McGruder, Towle and Walsh are partners of
Lord Abbett; the others are employees:

Executive Vice Presidents

Zane Brown, age 47;

Robert G. Morris, age 54;

Vice Presidents

Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.);

Daniel E. Carper, age 47;

Robert P. Fetch, age 46;

Timothy W. Horan, age 44;

Lawrence H. Kaplan, age 43 (with Lord Abbett since 1997 - formerly Vice
President and Chief Counsel of Salomon Brothers Asset Management Inc from 1995
to 1997, prior thereto Senior Vice President, Director and General Counsel of
Kidder Peabody Asset Management, Inc.);

Thomas F. Konop, age 56;

Jerald Lanzotti, age 31;

Stephen I. McGruder, age 55;

A. Edward Oberhaus, age 39;

Keith F. O'Connor, age 43;

Fernando Saldanha, age 45;

Christopher J. Towle, age 41;

John J. Walsh, age 62;

and Donna M. McManus, age 38, Treasurer (with Lord Abbett since 1996, formerly a
Senior Manager at Deloitte & Touche LLP).

The Company does not hold annual meetings of shareholders unless one or more
matters are required to be acted on by shareholders under the Act. Under the
Company's Declaration of Trust, shareholder meetings may be called at any time
by certain officers of the Company or by a majority of the trustees (i) for the
purpose of taking action upon any matter requiring the vote or authority of the
Company's shareholders or upon other matters deemed to be necessary or

8
<PAGE>

desirable or (ii) upon the written request of the holders of at least
one-quarter of the shares of the Company's outstanding and entitled to vote at
the meeting.

As of February 12, 1999, our officers and trustees, as a group, owned more than
1% of one Fund's outstanding shares: Daniel E. Carper owned 1.05% of
International Fund. As of February 12, 1999, there were no record holders of 5%
or more of the Funds' outstanding shares.

3.
Investment Advisory and Other Services

As described under "Management" in the Prospectus, Lord Abbett is the investment
manager of the Company. Nine of the general partners of Lord Abbett are officers
and/or trustees of the Company, as follows: Zane E. Brown; Daniel E. Carper;
Robert S. Dow; Robert P. Fetch; Paul A. Hilstad; Stephen J. McGruder; Robert G.
Morris; Christopher J. Towle; and John J. Walsh.

The other general partners who are neither officers nor directors of the Company
are Stephen Allen, John E. Erard, Daria L. Foster, W. Thomas Hudson, Robert I.
Gerber, Michael B. McLaughlin, R. Mark Pennington, and Robert J. Noelke. 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 "Management" in the
Prospectus. Under the Management Agreement, each Fund is obligated to 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 fiscal years ended October 31, 1998 and 1997,
such fees amounted to $1,202,319, and $999,092 of Growth & Income Fund; and
$700,368 and, $127,715 of International Fund for the same periods.

Although not obligated to do so, Lord Abbett has waived or may waive all or part
of its management fees and has assumed or may assume other expenses of each
Fund. For the fiscal year ended October 31, 1998 Lord Abbett did not waive
management fees.

As discussed in the Prospectus under "Management," each Fund is contingently
obligated to repay to Lord Abbett the amounts of such assumed other expenses.

Both Funds pay all expenses not expressly assumed by Lord Abbett, including,
without limitation, 12b-1 expenses, outside trustees' fees and expenses,
association membership dues, legal and auditing fees, taxes, transfer and
dividend disbursing agent fees, shareholder servicing costs, expenses relating
to shareholder meetings, expenses of 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.

Both Funds have agreed with the State of California to limit operating expenses
(including management fees but excluding taxes, interest, extraordinary expenses
and brokerage commissions) to 2 1/2% of average annual net assets up to
$30,000,000, 2% of the next $70,000,000 of such assets and 1 1/2% of such assets
in excess of $100,000,000. However, as described in the Prospectuses, the Funds
have adopted a Plan pursuant to Rule 12b-1 of the Act for each class of shares
of the Funds. Annual Plan distribution expenses up to 1% of the Funds' average
net assets during its fiscal year may be excluded from this expense limitation.
The expense limitation is a condition the registration of investment company
shares for sale in the State and applies so long as our shares are registered
for sale in that State. Lord Abbett Distributor LLC serves as the principal
underwriter for the Fund.

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10128, are
the independent auditors of the Company and must be approved at least annually
by our trustees to continue in such capacity. Deloitte & Touche LLP perform
audit services for the Company, including the examination of financial
statements included in our annual report to shareholders.

9
<PAGE>

The Bank of New York ("BNY"), 48 Wall Street, New York, New York 10286, is the
Company's custodian. Rules adopted by the Securities & Exchange Commission under
the Act permit the International Fund to maintain its foreign assets in the
custody of certain eligible foreign banks and securities depositories. The
International 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 Trustees of the Fund in
accordance with such rules.

The Sub-Custodians of BNY are:

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

United Missouri Bank of Kansas City, N.A. Tenth and Grand, Kansas City,
Missouri, 64141, acts as the transfer agent and dividend dispursing agent for
each Fund.

4.
Portfolio Transactions

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
brokerage commissions and dealer markups and markdowns and taking into account
the full range and quality of the brokers' services. Consistent with obtaining
best execution, the Funds may pay, as described below, a higher commission than
some brokers might charge on the same transaction. This policy 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 Companies 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 International Fund, the selection is made by the Sub-Adviser. The
Sub-Advisor 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 each 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 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 commissions 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

10
<PAGE>

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 showing us trading
opportunities including blocks, a 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-party 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 on 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. We
have 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.

For the fiscal years ended October 31, 1996, 1997, and 1998, we paid total
commissions to independent broker-dealers of $85,334, $273,174, and $466,874.

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<PAGE>

5.
Purchases, Redemptions
and Shareholder Services

Securities in the Company's portfolios are valued 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, at the mean
between the last bid and asked prices on such exchange, or, in the case of
bonds, in the over-the-counter market if, in the judgment of the Company's
officers, that market more accurately reflects the market value of the bonds.
Securities traded only in the over-the-counter market are valued at the mean
between the bid and asked prices, except that securities admitted to trading on
the NASDAQ National Market System are valued at the last sales price. Securities
for which market quotations are not available are valued at fair value under
procedures approved by the Board of Trustees.

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

Information concerning how we value our Shares for the purchase and redemption
of our Shares is described in the Prospectus under "Purchases" and
"Redemptions," respectively.

As disclosed in the Prospectus, we calculate our net asset values and are
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, Martin Luther King, Jr., Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

The net asset value per share for the Class A shares will be determined in the
same manner as for the Class B and C shares (net assets divided by shares
outstanding). Our Class A shares will be sold with a front-end sales charge of
5.75%.

The maximum offering prices of each Fund's Class A shares on October 31, 1998
were computed as follows:

Growth & Income International
Fund Fund
--------------- -------------

Net asset value per share (net assets
divided by shares outstanding $9.15 $12.39
Maximum offering price per
share (net asset value divided by .9425
in both cases) $9.71 $13.15

The funds have entered into a distribution agreement with Lord Abbett
Distributor LLC, a New York limited liability company ("Lord Abbett
Distributor"), under which Lord Abbett Distributor is obligated to use its best
efforts to find purchasers for the shares of the funds, 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.

12
<PAGE>

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.

ALTERNATIVE SALES ARRANGEMENTS

Classes of Shares. The Funds offer investors four different classes of shares.
This Statement of Additional Information offers three of those classes
designated Class A, B, and C. 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 or on investments that
do not qualify to be under a "special retirement wrap program" as a program
sponsored by an authorized institution showing one or more characteristics
distinguishing it, in the opinion of Lord Abbett Distributor from a mutual fund
wrap fee program). 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
or under a special retirement wrap program) 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 Fund a contingent deferred sales charge ("CDSC") of 1%
except for redemptions under a special retirement wrap program. Class A shares
are subject to service and distribution fees that are currently estimated to
total annually approximately 33 of 1% of the annual net asset value of the Class
A shares. The initial sales charge rates, the CDSC and the Rule 12b-1 plan
applicable to the Class A shares are described in "Buying Class A Shares" 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 in "Buying Class B
Shares" 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 Fund 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 in "Buying Class C Shares" below.

Class P Shares. If you buy Class P shares, you pay no sales charge at the time
of purchase, and if you redeem your shares you pay no CDSC. Class P shares are
subject to service and distribution fees at an annual rate of .45 of 1% of the
average daily net asset value of the Class P shares. The Rule 12b-1 plan
applicable to the Class P shares is described in "Class P Rule 12b-1 Plan."
Class P shares are available to a limited number of investors.

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

13
<PAGE>

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 the Fund. We used the sales charge rates that apply
to Class A, Class B and Class C, 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 the Fund's actual investment returns, the
operating expenses borne by each class of shares, and the class of shares you
purchase. The factors briefly discussed below are not intended to be investment
advice, guidelines or recommendations, because each investor's financial
considerations are different. The discussion below of the factors to consider in
purchasing a particular class of shares assumes that you will purchase only one
class of shares and not a combination of shares of different classes.

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 expected to be
held for 5 or 6 years (or more). For investments over $250,000 expected to be
held 4 to 6 years (or more), Class A shares may become more appropriate than
Class C. If you are investing $500,000 or more, Class A 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 or for investments pursuant to a special retirement
wrap program, 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, it may not
be suitable for you to place a purchase order for Class B shares of $500,000 or
more or a purchase order for Class C shares of $1,000,000 or more. In addition,
it may not be suitable for you to place an order for Class B or C shares for a
Retirement Plan with at least 100 eligible employees or for a special retirement
wrap program. You should discuss this with your financial advisor.

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. 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.

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<PAGE>

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" in the Prospectus 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 the Funds and Class C shareholders.

Class A, B, C and P Rule 12b-1 Plans. As described in the Prospectus, the Fund
has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 of the Act
for each of the three Fund Classes: the "A Plan," the "B Plan," the "C Plan,"
and the "P Plan," 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. During the last fiscal year, the Fund accrued
or paid through Lord Abbett to authorized institutions $18,728,615 under the A
Plan, $2,476,427 under the B Plan ,$939,042 under the C Plan and Class P Plan.
Lord Abbett uses all amounts received under each Plan as described in the
Prospectus and 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 the
Fund.

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 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"),
applies upon early redemption of shares regardless of class, and (i) 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 (ii) will not be imposed on (a)
the aggregate dollar amount of your account, in the case of Class A shares, and
(b) the percentage of each share redeemed, in the case of class B and C shares,
representing an increase in net asset value over the initial purchase price
(including increases due to the reinvestment of dividends and capital gains
distributions).

Class A Shares. As stated in the Prospectus, a CDSC of 1% is imposed with
respect to those Class A shares (or Class A shares of another Lord
Abbett-sponsored fund acquired through exchange of such shares) on which a Fund
has paid

15
<PAGE>

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, if Class B shares (or Class B
shares of another Lord Abbett-sponsored fund 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 in connection with the sale of Class B shares.

To determine whether the CDSC applies to a redemption, the funds redeem 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 on Redemptions (As % of Amount Subject
Accepted 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, 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 funds 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 first anniversary of their original
purchase, the charge will be collected by the other fund on behalf of this
fund's Class C shares.

General. Each 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. In the case of Class A and
Class C shares, the CDSC is received by the applicable 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
applicable 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.

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<PAGE>

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) shares
representing an aggregate dollar amount of your account, in the case of Class A
shares, (ii) that percentage of each share redeemed, in the case of Class B and
C shares, derived from increases in the value of the shares above the total cost
of shares being redeemed due to increases in 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 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 Fund being exchanged must have a value equal to at least
the minimum initial investment required for the other fund into which the
exchange is made.

Shareholders in other Lord Abbett-sponsored funds and AMMF have the same right
to exchange their shares for the corresponding class of the Fund's shares.
Exchanges are based on relative net asset values on the day instructions are
received by the Fund in Kansas City if the instructions are received prior to
the close of the NYSE in proper form. No sales charges are imposed except in the
case of exchanges out of GSMMF 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.

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<PAGE>

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

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
and (f) through Retirement Plans with at least 100 eligible employees.

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 Funds 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.

18
<PAGE>

Our Board of Trustees 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 months 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 Funds and/or any
other Eligible Fund is described in the Prospectus. To avail yourself of this
method you must complete the application form, selecting the time and amount of
your bank checking account withdrawals and the funds for investment, include a
voided, unsigned check and complete the bank authorization.

Systematic Withdrawal 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, on 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 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, including 401(k)
plans. The forms name Investors Fiduciary Trust Company as custodian and contain
specific information about the plans. Explanations of the eligibility
requirements, annual custodial fees and allowable tax advantages and penalties
are set forth in the relevant plan documents. Adoption of any of these plans
should be on the advice of your legal counsel or qualified tax adviser.

6.
Past Performance

Each fund computes the average annual compounded rate of total return for each
Class 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 $1,000, which
represents a hypothetical initial investment. The calculation assumes deduction
of the maximum sales charge (as described in the next paragraph) from the amount
invested and reinvestment of all income dividends and capital gains
distributions on the reinvestment dates at net asset value. 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.

19
<PAGE>

purchase) is applied to the Fund' investment result for that class for the time
period shown (unless the total return is shown at net asset value). For Class C
shares, the 1.0% CDSC is applied to the applicable Fund' 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 Growth & Income Fund's average
annual compounded rates of total return for the fiscal year ended on October 31,
1998 were 5.50%, and 10.94%, and for the fiscal year ended October 31, 1997,
19.60% and 26.24% for the Fund' Class A and C shares, respectively. The total
return for Class B shares for the fiscal period ended October 31, 1998 was
6.72%, and for the period June 5, 1997 through October 31, 1997 was 1.46% (not
annualized).

The total return for the International Fund for the fiscal year ended October
31, 1998 was 7.90%, and for the period December 13, 1996 to October 31, 1997,
8.60% (not annualized). The total return for the Class B and Class C shares for
the fiscal year ended October 31, 1998 was 8.85%, and 13.39%, and for the period
June 2, 1997 through October 31, 1997, .28% (not annualized) and 4.50% (not
annualized), respectively..

Each Fund's yield quotation for each class is based on a 30-day period ended on
a specified date, computed by dividing such Fund's net investment income per
share earned during the period by such Fund's maximum offering price per share
on the last day of the period. This is determined by finding the following
quotient: take the 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 Class shares outstanding during the period that were entitled to
receive dividends and (ii) the Fund's 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 the Fund' net asset value per share. Yields for Class B and
Class C shares do not reflect the deduction of the CDSC. For the 30-day period
ended October 31, 1998, the yield for the Growth & Income Fund's Class A, B and
C shares were .72%, 0% and 0%, respectively. For the 30-day period ended October
31, 1998, the yield for the International Fund's Class A, B and C shares was
.19%, 0%, and 0%, respectively.

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

7.
Taxes

The value of any shares redeemed by the Funds or repurchased or otherwise sold
may be more or less than your tax basis in the shares at the time of
disposition. Any gain will generally be taxable for United States federal income
tax purposes. Any loss realized on the disposition of fund shares which you have
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 you
received with respect to such shares. Losses on the sale of shares 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 shares that are
substantially identical.

The writing of call options and other investment techniques and practices which
the Funds may utilize, as described above under "Investment Objective and
Policies," may affect the character and timing of the recognition of gains and
losses by the funds. Such transactions may increase the amount of short-term
capital gain realized by the Funds, which is taxed as ordinary income when
distributed to shareholders. Limitations imposed by the Internal Revenue Code on
regulated investment companies may restrict the funds' ability to engage in
transactions in options.

The Funds may be subject to foreign withholding taxes which would reduce the
yield on their investments. It is expected that fund shareholders who are
subject to United States federal income tax will be entitled to claim a federal
income tax credit or deduction for foreign income taxes paid by the Fund.

20
<PAGE>

The Funds will be subject to a 4% non-deductible excise tax on certain amounts
not distributed or treated as having been distributed on a timely basis each
calendar year. The Funds intend to distribute to shareholders each year an
amount adequate to avoid the imposition of such excise tax.

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

Gain and loss realized by the Funds 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 gain or loss is 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 the Funds purchases shares in certain foreign investment entities called
"passive foreign investment companies," they 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 Funds to shareholders. Additional charges in the nature of
interest may be imposed on either the Funds' or their shareholders in respect of
deferred taxes arising from such distributions or gains. If the Funds were to
make a "qualified electing fund" election with respect to investment in a
passive foreign investment company, in lieu of the foregoing requirements, the
Funds 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 Funds.

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
the Funds, 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.

8.
Information About the Company

Shareholder Liability. Delaware law provides that Company shareholders shall be
entitled to the same limitations of personal liability extended to stockholders
of private corporations for profit. The courts of some states, however, may
decline to apply Delaware law on this point. The Company's Declaration of Trust
contains an express disclaimer of shareholder liability for the acts,
obligations, or affairs of the Company and requires that a disclaimer be given
in each contract entered into or executed by the Company. The Declaration
provides for indemnification out of the Company's property of any shareholder or
former shareholder held personally liable for the obligations of the Company.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Delaware law does not
apply, no contractual limitation of liability was in effect and the portfolio is
unable to meet its obligations. Lord Abbett believes that, in view of the above,
the risk of personal liability to shareholders is extremely remote.

Under The Company's Declaration of Trust, the trustees may, without shareholder
vote, cause the Company to merge or consolidate into, or sell and convey all or
substantially all of, the assets of the Company to one or more trusts,
partnerships or corporations, so long as the surviving entity is an open-end
management investment company that will succeed to or assume the Company's
registration statement. In addition, the trustees may, without shareholder vote,
cause the Company to be incorporated under Delaware law.

Derivative actions on behalf of the Company may be brought only by shareholders
owning not less than 50% of the then outstanding shares of the Company.

21
<PAGE>

Trust'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 seven days before or after any Lord Abbett-sponsored fund trades
in such security, profiting from trades of the same security within 60 days and
trading on material non-public information. The Code imposes similar
requirements and restrictions on the independent trustees of the Trust to the
extent contemplated by the recommendations of such Advisory Group.

9.
Financial Statements

The financial statements for the fiscal year ended October 31, 1998 with respect
to the Growth & Income Fund and the International Fund, and the report of
Deloitte & Touche LLP, independent auditors, on such financial statements
contained in the 1998 Annual Report to Shareholders of Lord Abbett Securities
Trust, 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.

22
<PAGE>

- --------------------------------------------------------------------------------
LORD ABBETT
- --------------------------------------------------------------------------------

Alpha Fund

This Statement of Additional Information is not a Prospectus. A Prospectus 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 of Additional Information, relates
to, and should be read in conjunction with, the Prospectus dated March 1, 1999.

Lord Abbett Securities Trust (the "Company") was organized as a Delaware
business trust on February 26, 1993. The Company has four funds, but only Alpha
Fund (the "Fund") is described in this Statement of Additional Information. The
Fund has three classes of shares (A, B,C and P) offered by this Statement of
Additional Information. The Fund is designed to invest in a diversified
portfolio of underlying mutual funds, all of which are members of the Lord
Abbett Family of Funds. Currently, the Fund invests in three of these underlying
mutual funds: Lord Abbett Developing Growth Fund, Inc.; Lord Abbett Research
Fund, Inc. (Small-Cap Value Fund), and Lord Abbett Securities Trust
(International Fund) (referred to as the "Lord Abbett Funds"). All classes of
shares have equal noncumulative voting rights and equal rights with respect to
dividends, assets and liquidation, except for certain class-specific expenses.
They are fully paid and nonassessable when issued and have no preemptive or
conversion rights.

Rule 18f-2 under the Investment Company Act, as amended (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 affected by such matter. Rule 18f-2 further
provides that a class shall be deemed to be affected by a matter unless the
interests of each class in the matter are substantially identical or the matter
does not affect any interest of such class. However, the Rule exempts the
selection of independent public accountants, the approval of a contract with a
principal underwriter and the election of trustees from its separate voting
requirements.

Shareholder inquiries should be made by directly contacting 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. Trustees and Officers 3
3. Investment Advisory and Other Services 6
4. Portfolio Transactions 7
5. Purchases, Redemptions and Shareholder Services 8
6. Past Performance 16
7. Taxes 17
8. Financial Statements 18

1
<PAGE>

1.
Investment Policies

Fundamental Investment Restrictions. The Fund is subject to the following
investment restrictions which cannot be changed without approval of a majority
of the Fund's outstanding shares. The Fund may not: (1) borrow money, except
that (i) the Fund 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) the Fund may
borrow up to an additional 5% of its total assets for temporary purposes, (iii)
the Fund may obtain such short-term credit as may be necessary for the clearance
of purchases and sales of portfolio securities and (iv) the Fund 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 Fund'
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 Securities 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 the Fund 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 the Fund may
invest in securities directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or interests therein)
or commodities or commodity contracts (except to the extent the Fund may do so
in accordance with applicable law and without registering as a commodity pool
operator under the Commodity Exchange Act as, for example, with futures
contracts); (6) with respect to 75% of its gross assets, buy securities of one
issuer representing more than (i) 5% of the its gross assets, or (ii) 10% of the
voting securities of such issuer; except, in either case, securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
securities of other Securities companies; (7) invest more than 25% of its
assets, taken at market value, in the securities of issuers in any particular
industry (excluding (i) securities of the U.S. Government, its agencies and
instrumentalities and (ii) mortgage-backed securities); and (8) issue senior
securities to the extent such issuance would violate applicable law.

Non-Fundamental Investment Restrictions. In addition to the fundamental
investment restrictions above which cannot be changed without shareholder
approval, we also are subject to the policies described in the Prospectus and
the following investment policies which may be changed by the Board of Trustees
without shareholder approval. The Fund may not: (1) borrow in excess of 33 1/3%
of its total assets (including the amount borrowed), 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 Trustees; (4) 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 Fund' total assets would be invested in such securities (this
restriction shall not apply to Securities companies, mortgage-backed securities
, asset-backed securities or obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities); (5) hold securities of any
issuer (excluding investment companies) if more than 1/2 of 1% of the securities
of such issuer are owned beneficially by one or more officers or trustees of the
Fund or by one or more partners or members of the Fund's underwriter or
investment adviser if these owners in the aggregate own beneficially more than
5% of the securities of such issuer; (6) invest in warrants if, at the time of
the acquisition, its investment in warrants, valued at the lower of cost or
market, would exceed 5% of the Fund's total assets (included within such
limitation, but not to exceed 2% of the Fund's total assets, are warrants which
are not listed on the New York or American Stock Exchange or a major foreign
exchange); (7) invest in real estate limited partnership interests or interests
in oil, gas or other mineral leases, or exploration or other development
programs, except that the Fund may invest in securities issued by companies that
engage in oil, gas or other mineral exploration or other development activities;
(8) write, purchase or sell puts, calls, straddles, spreads or combinations
thereof, except to the extent permitted in the Fund's prospectus and statement
of additional information, as they may be amended from time to time; or (9) buy
from or sell to any of its officers, trustees, employees, or its investment
adviser or any of its officers, trustees, partners or employees, any securities
other than shares of beneficial interest in such Fund.

2
<PAGE>

Portfolio Turnover

For the period December 29, 1997 to October 31, 1998, the portfolio turnover
rate was .01% for the Alpha Fund.

2.
Trustees and Officers

The following trustee is a partner of Lord, Abbett & Co. ("Lord Abbett"), The
General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has
been associated with Lord Abbett for over five years and is also an officer,
director, or trustee of twelve other Lord Abbett-sponsored Funds. He is an
"interested person" 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 53, Chairman and President

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

E. Thayer Bigelow
Time Warner Inc.
1271 Avenue of the Americas
New York, New York

Senior Adviser, Time Warner Inc. Formerly, Acting Chief Executive Officer of
Courtroom Television Network (1997 - 1998). Before, President and Chief
Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). Prior to
that, President and Chief Operating Officer of Home Box Office, Inc. Age 57.

William H. T. Bush
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri

Co-founder and Chairman of the Board of the financial advisory firm of
Bush-O'Donnell & Company. Age 60.

Robert B. Calhoun, Jr.
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing Director of Monitor Clipper Partners and President of The Clipper Group
L.P., both private equity investment funds. Age 56.

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 68.

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

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.

3
<PAGE>

C. Alan MacDonald
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut

Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly, General Partner of the Marketing Partnership,
Inc., a full service marketing consulting firm (1994 - 1997). Prior to that,
Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992 - 1994). His career spans 36 years at Stouffers and
Nestle with 18 of the years as Chief Executive Officer. Currently serves as
Director of DenAmerica Corp., J.B. Williams Company, Inc., Fountainhead Water
Company and Exigent Diagnostics. Age 65.

Hansel B. Millican, Jr.
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company. Age 70.

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

Chairman of Spencer Stuart, an executive search consulting firm. Currently
serves as a Director of Ace, Ltd. (NYSE). Age 61.

The second column of the following table sets forth the compensation accrued for
the Fund's outside trustees. The third columns set forth information with
respect to the equity-based benefits accrued for outside directors/trustees
maintained by the Lord Abbett-sponsored funds. The fourth column sets forth
information with respect to the retirement plan for outside directors/trustees
maintained by each of the Lord Abbett-sponsored funds. No director/trustee of
the funds associated with Lord Abbett and no officer of the funds received any
compensation from the funds for acting as a director/trustee or officer.

<TABLE>
<CAPTION>
For the Fiscal Year Ended October 31, 1998
-------------------------------------------------------------------------------------
(1) (2) (3) (4)
Pension or For Year Ended
Retirement Benefits December 31, 1998
Accrued by the Total Compensation
Aggregate Company and Accrued by the Company
Compensation Twelve Other Lord and Twelve Other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of Director the Company(1) Companies(2) Companies(3)
- ---------------- -------------- ------------ ------------
<S> <C> <C> <C>
E. Thayer Bigelow $1,235 $17,068 $57,400
William H.T. Bush* $356 $0 $27,500
Robert B. Calhoun, Jr.** $486 $0 $33,500
Stewart S. Dixon $1,215 $32,190 $56,500
John C. Jansing $1,199 $45,0854 $55,500
C. Alan MacDonald $1,198 $30,703 $55,000
Hansel B. Millican, Jr. $1,199 $37,747 $55,500
Thomas J. Neff $1,220 $19,853 $56,500
</TABLE>

4
<PAGE>

*Elected as of August 13, 1998
**Elected as of June 17, 1998

1. Outside trustees' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on the
net assets of each fund. A portion of the fees payable by the Company to
its outside trustees is being deferred under a plan that deems the
deferred amounts to be invested in shares of the Company for later
distribution to the trustees.

2. The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds
for the 12 months ended October 31, 1998 with respect to the equity based
plans established for independent trustees in 1996. This plan supercedes a
previously approved retirement plan for all future directors. Current
trustees had the option to convert their accrued benefits under the
retirement plan. All of the outside trustees except one made such an
election.

3. This column shows aggregate compensation, including directors'/trustees'
fees and attendance fees for board and committee meetings, of a nature
referred to in footnote one, accrued by the Lord Abbett-sponsored
companies during the year ended December 31, 1998. The amounts of the
aggregate compensation payable by the Company as of October 31, 1998
deemed invested in Company shares, including dividends reinvested and
changes in net asset value applicable to such deemed investments, were:
Mr. Bigelow, $1,671; Mr. Calhoun, $264; Mr. Jansing, $25,597; Mr.
MacDonald, $10,642; Mr. Millican, $24,792 and Mr. Neff, $25,874. If the
amounts deemed invested in Fund shares were added to each
director/trustee's actual holdings of Fund shares as of October 31, 1998,
each would own the following: Mr. Bigelow, 183 shares; Mr. Calhoun, 28
shares; Mr. Dixon,625 shares; Mr. Jansing, 7,370 shares; Mr. MacDonald,
1,163 shares; Mr. Millican, 2,709 shares; and Mr. Neff, 3,273 shares.

4. Mr. Jansing chose to continue to receive benefits under the retirement
plan which provides that outside directors (trustees) may receive annual
retirement benefits for life equal to their final annual retainer
following retirement at or after age 72 with at least ten years of
service. Thus, if Mr. Jansing were to retire and the annual retainer
payable by the funds were the same as it is today, he would receive annual
retirement benefits of $50,000.

Except where indicated, the following executive officers of the Fund have been
associated with Lord Abbett for over five years. Of the following, Messrs.
Brown, Carper, Fetch, Hilstad, Morris, McGruder, Towle and Walsh are partners of
Lord Abbett; the others are employees:

Executive Vice Presidents
Zane Brown, age 47;

Robert G. Morris, age 54;

Vice Presidents
Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.);

Daniel E. Carper, age 47;

Robert P. Fetch, age 46;

Timothy W. Horan, age 44;

Thomas F. Konop, age 56;

5
<PAGE>

Jerald Lanzotti, age 31;

Stephen I. McGruder, age 55;

A. Edward Oberhaus, age 39;

Keith F. O'Connor, age 43;

Fernando Saldanha, age 45;

Christopher J. Towle, age 41;

John J. Walsh, age 62; and

Treasurer
Donna M. McManus, age 38 (with Lord Abbett since 1996, formerly a Senior Manager
at Deloitte & Touche LLP).

As of February 12, 1999 our officers and trustees, as a group, owned less more
than1% of the Fund's outstanding shares: Zane E. Brown owned 1.16% of the Alpha
Fund. As of February 12, 1999 there were no record holders of 5% or more of the
Fund's outstanding shares.

3.
Investment Advisory and Other Services

The other general partners who are neither officers nor trustees of the Company
are Stephen Allen, John E. Erard, Daria L. Foster, W. Thomas Hudson, Robert I.
Gerber, Michael B. McLaughlin, R. Mark Pennington, and Robert J. Noelke. 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 "Management" in the
Prospectus. Under the Management Agreement, the Alpha Fund is obligated to pay
Lord Abbett a monthly fee, based on the average daily net assets for each month,
at the annual rate of .50 of 1%. For the period December 29, 1997 (commencement
of operations) to October 31, 1998, this fee was waived for the Alpha Fund. If
the Fund had paid this fee, it would have amounted to $204,935. .

Although not obligated to do so, Lord Abbett may assume expenses of the Fund.

As discussed in the Prospectus under "Management," the Fund is contingently
obligated to repay to Lord Abbett the amounts of such assumed expenses.

The Fund pays all of its expenses not expressly assumed by Lord Abbett, or the
Lord Abbett Funds including, without limitation, 12b-1 expenses, outside
trustees' fees and expenses, association membership dues, legal and audit fees,
taxes, transfer and dividend disbursing agent fees, shareholder servicing costs,
expenses relating to

6
<PAGE>

shareholder meetings, expenses of preparing, printing and mailing share
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 and brokerage and
other expenses connected with executing portfolio transactions.

Lord Abbett Distributor LLC serves as the principal underwriter for the Fund.

The Bank of New York ("BNY"), 48 Wall Street, New York, New York, is the
Company's custodian. In accordance with the requirements of Rule 17f-5, the
Company's trustees have approved arrangements permitting the Fund's foreign
assets not held by BNY or its foreign branches to be held by certain qualified
foreign banks and depositories.

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

United Missouri Bank of Kansas City, N.A. Tenth and Grand, Kansas City,
Missouri, 64141, acts as the transfer agent and dividend dispursing agent for
each Fund.

4.
Portfolio Transactions

The policy of the underlying Lord Abbett-sponsored funds (in which the Fund
invests) is to obtain best execution for all our portfolio transactions, which
means that they seek to have purchases and sales of portfolio securities
executed at most favorable prices, considering all costs of the transaction
including brokerage commissions and dealer markups and markdowns, and taking
into account the full range and quality of the brokers' services. Consistent
with obtaining best execution, each Lord Abbett-sponsored fund may pay, as
described below, a higher commission than some brokers might charge on the same
transaction. This policy governs the selection of brokers or dealers and the
market in which the transaction is executed. To the extent permitted by law,
they 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 each Lord Abbett-sponsored 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 International Fund, the selection is made by Fuji-Lord
Abbett International, Limited (the "Sub-Adviser"). The Sub-Adviser is
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
cases 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 a Lord Abbett-sponsored fund's portfolio 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, the Lord Abbett-sponsored
funds pay a commission rate that they believe is appropriate to give maximum
assurance that their brokers will provide them, on a continuing basis, the
highest level of brokerage services available. While they do not always seek the
lowest possible commission on particular trades, they pay a commission rate that
they believe is appropriate to give maximum assurance that their brokers will
provide them, on a continuing basis, the highest level of brokerage services
available. While the Lord Abbett-sponsored funds do not always seek in the
lowest possible commissions on particular trades, they believe that their
commission rates are in line with the rates that many other institutions pay.
The Lord Abbett-sponsored funds' 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 the Lord
Abbett-sponsored funds and the other accounts they

7
<PAGE>

manage. Such services include showing the Lord Abbett-sponsored funds trading
opportunities including blocks, a 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 the Lord Abbett-sponsored funds' brokers also provide research services
at least some of which are useful to Lord Abbett in their overall
responsibilities with respect to the Lord Abbett-sponsored funds 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-party 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
Lord Abbett-sponsored funds; conversely, such services furnished in connection
with brokerage on other accounts managed by Lord Abbett may be used in
connection with their management of the Lord Abbett Funds; and not all of such
services will necessarily be used by Lord Abbett in connection with their
advisory services to such other accounts. The Lord Abbett-sponsored funds have
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 Lord Abbett-sponsored funds 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 the Lord
Abbett-sponsored funds' 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 a Lord Abbett Fund does, 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 a Lord Abbett-sponsored fund in the buying and selling of the same
securities as described above. If these clients wish to buy or sell the same
security as a Lord Abbett-sponsored fund does, 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 a Lord Abbett-sponsored fund
does.

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

For the period December 29, 1997 to October 31, 1998, we paid total commissions
to independent broker-dealers of $299,976.

5.
Purchases, Redemptions
and Shareholder Services

Information concerning how we value our shares for the purchase and redemption
of our shares is contained in the Prospectus under "Purchases" and
"Redemptions," respectively.

8
<PAGE>

As disclosed in the Prospectus, we calculate our net asset value as of the close
of the New York Stock Exchange ("NYSE") on each day that the NYSE is open for
trading by dividing our total net assets by the number of shares outstanding at
the time of calculation. The NYSE is closed on Saturdays and Sundays and the
following holidays -- New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The Fund values its portfolio securities at market value as of the close of the
NYSE. Market value will be determined as follows: securities listed or admitted
to trading privileges on the New York or American Stock Exchange or on the
NASDAQ National Market System are valued at the last sales price, 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 not traded on the NASDAQ National Market
System are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not available are valued at fair market value
under procedures approved by the Board of Trustees.

The maximum offering prices of the Fund's Class A shares on 10/31/98 was
computed as follows:

Alpha
Fund
-----
Net asset value per share (net assets
divided by shares outstanding) $12.91

Maximum offering price per
share (net asset value divided by .9425 in both cases) $13.70

The Company on behalf of the Fund has entered into a distribution agreement with
Lord Abbett Distributor LLC, a New York limited liability company ("Lord Abbett
Distributor"), under which Lord Abbett Distributor is obligated to use its best
efforts to find purchasers for the shares of the Fund, and to make reasonable
efforts to sell the Fund shares so long as, in Lord Abbett Distributor's
judgment, a substantial distribution can be obtained by reasonable efforts.

ALTERNATIVE SALES ARRANGEMENTS

Classes of Shares. The Fund offers investors four different classes of shares.
This Statement of Additional Information offers those classes, designated
Classes A, B, C and P. 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.

9
<PAGE>

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 Fund a contingent deferred sales charge ("CDSC") of 1%
except for redemptions under a special retirement wrap program. Class A shares
are subject to service and distribution fees that are currently estimated to
total annually approximately 33 of 1% of the annual net asset value of the Class
A shares.

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
.35 of1% of the annual net asset value of the Class B shares.

Class P Shares. If you buy Class P shares, you pay no sales charge at the time
of purchase, and if you redeem your shares you pay no CDSC. Class P shares are
subject to service and distribution fees at an annual rate of .45 of 1% of the
average daily net asset value of the Class P shares. The Rule 12b-1 plan
applicable to the Class P shares is described in "Class P Rule 12b-1 Plan".
Class P shares are available to a limited number of investors.

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

10
<PAGE>

after holding them one year.

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 "Services For Fund Investors" in the
Prospectus 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.

Class A, B, C and P Rule 12b-1 Plans. As described in the Prospectus, the Fund
has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 of the Act
for each of the four Fund Classes: the "A Plan," the "B Plan," the "C Plan," and
the "P Plan," respectively. In adopting each Plan and in approving its
continuance, the Board of Directors has

11
<PAGE>

concluded that there is a reasonable likelihood that each Plan will benefit its
respective Class and such Class's 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. During
the last fiscal year, the Fund accrued or paid through Lord Abbett to authorized
institutions $18,728,615 under the A Plan, $2,476,427 under the B Plan ,and
$939,042 under the C Plan. Lord Abbett uses all amounts received under each Plan
as described in the Prospectus and 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 the Fund.

The fees payable under the A, B, C and P Plans are described in the Prospectus.
For the period December 29, 1997 to October 31, 1998, fees paid to dealers under
the A, B and C Plans were $46,152, $146,102, and $74,834, respectively.

Contingent Deferred Sales Charges. A Contingent Deferred Sales Charge ("CDSC"),
applies upon early redemption of shares regardless of class, and (i) 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 (ii) 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, a CDSC of 1% is imposed with
respect to those Class A shares (or Class A shares of another Lord
Abbett-sponsored fund or Fund acquired through exchange of such shares) on which
a 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, if Class B shares (or Class B
shares of another Lord Abbett-sponsored fund or Fund 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 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%

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<PAGE>

On the 5th, before the 6th 1.0%
On or after the 6th anniversary None

Class C Shares. As stated in the Prospectus, 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 first anniversary of their original
purchase, the charge will be collected by the other fund on behalf of this
Fund's Class C shares.

The other funds which participate in the Telephone Exchange Privilege (except
(a) Lord Abbett U.S. Government Securities Money Market Fund, Inc. ("GSMMF"),
(b) certain Funds 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.

13
<PAGE>

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 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 Fund being exchanged must have a value equal to at least
the minimum initial Securities required for the other fund into which the
exchange is made.

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 that 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 Lord Abbett Research
Fund's Small-Cap Value Fund, which is not being offered to the general public
("LARF" Small-Cap Value Fund).

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 Small-Cap Value, 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.
Rights of Accumulation are not applicable to Class Y shares.

14
<PAGE>

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

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 Small-Cap Value Fund, 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
Securities 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 and (f) through Retirement Plans with at
least 100 eligible employees.

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 each Prospectus for expedited redemption procedures.

The right to redeem and receive payment, as described in each 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 Trustees may authorize redemption of all of the shares in any
account in which there are fewer than 60 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 months 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 each 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 with respect to Class A, B
and C shares. 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.

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<PAGE>

Retirement Plans. Each Prospectus indicates the types of retirement plans for
which Lord Abbett provides forms and explanations. Lord Abbett makes available
the retirement plan forms and custodial agreements for IRAs (Individual
Retirement Accounts, including Simple IRAs and Simplified Employee Pensions),
403(b) plans and qualified pension and profit-sharing plans, including 401(k)
plans. The forms name Investors Fiduciary Trust Company as custodian and contain
specific information about the plans. Explanations of the eligibility
requirements, annual custodial fees and allowable tax advantages and penalties
are set forth in the relevant plan documents. Adoption of any of these plans
should be on the advice of your legal counsel or qualified tax adviser.

6.
Past Performance

The Fund computes the average annual compounded rate of total return for each
class 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 $1,000, which
represents a hypothetical initial investment. The calculation assumes deduction
of the maximum sales charge (as described in the next paragraph) 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 covered by the average annual total return
computation.

In calculating total returns for Class A shares, the current maximum sales
charge of 5.75% (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, 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 the Fund's investment
result for that class for the time period shown (unless the total return is
shown at net asset value). For Class C shares, the 1.0% CDSC is applied to the
Fund's 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 period December 29, 1997 (commencement
of operations) to October 31, 1998 were -10.00%, -9.71%, and -5.83% for the A,
B, and C shares, respectively, not annualized.

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<PAGE>

7.
Taxes

The value of any shares redeemed by the Fund or repurchased or otherwise sold
may be more or less than your tax basis in the shares at the time of
disposition. Any gain will generally be taxable for United States federal income
tax purposes. Any loss realized on the disposition of Fund shares which you have
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 you
received with respect to such shares. Losses on the sale of shares 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 shares that are
substantially identical.

The writing of call options and other investment techniques and practices which
the Fund (or any of the underlying Lord Abbett-sponsored funds in which the Fund
invests) may utilize may affect the character and timing of the recognition of
gains and losses by the Fund. Such transactions may increase the amount of
short-term capital gain realized by the Fund, which is taxed as ordinary income
when distributed to shareholders.

The Fund (or any of the underlying Lord Abbett-sponsored funds in which the Fund
invests) may be subject to foreign withholding taxes which would reduce the
yield on the Funds' investments. Generally, Fund shareholders who are subject to
United States federal income tax will not be entitled to claim a federal income
tax credit or deduction for foreign income taxes paid by the Fund (or an
underlying Lord Abbett-sponsored fund).

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. The Fund intends to
distribute to shareholders each year an amount adequate to avoid the imposition
of such excise tax. Dividends paid by the Fund will qualify for the
dividends-received deduction for corporations to the extent they are derived
from dividends paid by domestic corporations.

Gain and loss realized by the Fund (or any of the underlying Lord
Abbett-sponsored funds in which the Fund invests) 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 gain or loss is 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 any of the underlying Lord Abbett-sponsored funds in which the Fund invests
purchases shares in certain foreign investment entities called "passive foreign
investment companies," such fund 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 to the Fund and distributed as a
taxable dividend by the Fund to its shareholders. Additional charges in the
nature of interest may be imposed on such Fund, the Fund, or its shareholders in
respect of deferred taxes arising from such distributions or gains. If an
underlying Lord Abbett Fund were to make a "qualified electing fund" election
with respect to its investment in a passive foreign investment company, in lieu
of the foregoing requirements, such underlying fund might be required to include
in income each year a portion of the ordinary earnings and net capital gains of
the qualified electing fund, which would increase the amount that the underlying
fund is required to distribute in order to avoid income and excise taxes.

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
the Fund, 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 Fund shares.

17
<PAGE>

8.
Financial Statements

The financial statements for the fiscal year ended October 31, 1998 and the
report of Deloitte & Touche LLP, independent auditors, on such financial
statements contained in the 1998 Annual Report to Shareholders of Lord Abbett
Securities Trust 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.

18
<PAGE>

- --------------------------------------------------------------------------------
LORD ABBETT
- --------------------------------------------------------------------------------

World Bond-Debenture Fund

Lord Abbett Securities Trust (the "Company") was organized as a Delaware
business trust on February 26, 1993. The Company has four funds, but only World
Bond-Debenture Fund ("we" or the "Fund") is described in this Statement of
Additional Information. The Fund has four classes of shares (A, B, C and P)
offered by this Statement of Additional Information. All Fund 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.

Rule 18f-2 under the Investment Company Act of 1940, as amended (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 affected by such matter. Rule 18f-2 further
provides that a class shall be deemed to be affected by a matter unless the
interests of each class in the matter are substantially identical or the matter
does not affect any interest of such class. 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 its separate voting
requirements.

Shareholder inquiries should be made by directly contacting 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. Trustees and Officers 4
3. Investment Advisory and Other Services 8
4. Portfolio Transactions 8
5. Purchases, Redemptions and
Shareholder Services 10
6. Past Performance 18
7. Taxes 19
8. Information About the Company 20
9. Financial Statements 20
10. Appendix 21

1
<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. The Fund may not: (1) borrow money, except that (i) the Fund
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) the Fund may borrow up to an
additional 5% of its total assets for temporary purposes, (iii) the Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities and (iv) the Fund 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 Fund's 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 the Fund 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 the Fund may
invest in securities directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or interests therein)
or commodities or commodity contracts (except to the extent the Fund may do so
in accordance with applicable law and without registering as a commodity pool
operator under the Commodity Exchange Act as, for example, with futures
contracts); (6) with respect to 75% of its gross assets, buy securities of one
issuer representing more than (i) 5% of the Fund's 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.

Non-Fundamental Investment Restrictions. In addition to the investment
restrictions above which cannot be changed without shareholder approval, we also
are subject to the following non-fundamental investment policies which may be
changed by the Board of Trustees without shareholder approval. The Fund may not:
(1) borrow in excess of 33 1/3% of its total assets (including the amount
borrowed, 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 Trustees; (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 the Fund's total assets
would be invested in such securities (this restriction shall not apply to
mortgaged-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 trustees of the Fund or by one
or more partners or members of the Fund's underwriter or investment adviser if
these owners in the aggregate own beneficially more than 5% of the securities of
such issuer; (7) invest in real estate limited partnership interests or
interests in oil, gas or other mineral leases, or exploration or other
development programs, except that the Fund may invest in securities issued by
companies that engage in oil, gas or other mineral exploration or other
development activities; (8) write, purchase or sell puts, calls, straddles,
spreads or combinations thereof, except to the extent permitted in the Fund's
prospectus and statement of additional information, as they may be amended from
time to time; (9) buy from or sell to any of its officers, trustees, employees,
or its investment adviser or any of its officers, directors, partners or
employees, any securities other than shares of the Fund; or (10) invest more
than 10% of the market value of its gross assets at the time of investment in
debt securities which are in default as to interest or principal.

Portfolio Turnover Rate. For the year ended October 31, 1998, the portfolio
turnover rate was 159.14%.

2
<PAGE>

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. 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. The Fund may write covered call options on securities it
owns ("call options"). A call option on securities 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 security 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 security 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 security
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.

Repurchase Agreements. The Fund may enter into repurchase agreements with
respect to a security. A repurchase agreement is a transaction by which the Fund
acquires a security and simultaneously commits to resell that security to the
seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon
date. The resale price reflects the purchase price plus an agreed-upon market
rate of interest which is unrelated to the coupon rate or date of maturity of
the purchased security. In this type of transaction, the securities purchased by
the Fund have a total value in excess of the value of the repurchase agreement.
The Fund 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 Fund 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, the Fund
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 Fund 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 Fund acknowledges these
risks, it is expected that they can be controlled through stringent selection
criteria and careful monitoring procedures. The Fund intends to limit repurchase
agreements to transactions with dealers and financial institutions believed by
the Fund to present minimal credit risks. The Fund will monitor creditworthiness
of the repurchase agreement sellers on an ongoing basis.

Lending Portfolio Securities. The Fund may lend its portfolio securities to
registered broker-dealers. These loans, if and when made, may not exceed 30% of
the Fund's total assets. The Fund's 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 the Fund's 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, the Fund 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 Fund and is acting
as a "placing broker." No fee will be paid to affiliated persons of the Fund.

By lending portfolio securities, the Fund 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. The Fund will comply with the
following conditions whenever it lends securities: (i) the 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 Fund must be able to terminate the loan at
any time; (iv)

3
<PAGE>

the Fund must receive reasonable compensation with respect to the loan, as well
as any dividends, interest or other distributions on the loaned securities; (v)
the Fund 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 Trustees must terminate the loan and regain the
right to vote the securities.

When-Issued Transactions. The Fund may purchase portfolio securities on a
when-issued basis. When-issued transactions involve a commitment by the Fund to
purchase securities, with payment and delivery ("settlement") to take place in
the future, in order to secure what is considered to be an advantageous price or
yield at the time of entering into the transaction. When the Fund 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
Fund makes the commitment to purchase a security on a when-issued basis, it will
record the transaction and reflect the liability for the purchase and the value
of the security in determining its net asset value. The Fund 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.
Trustees and Officers

Robert S. Dow, age 53, Chairman and President

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

E. Thayer Bigelow
Time Warner Inc.
1271 Avenue of the Americas
New York, New York

4
<PAGE>

William H.T. Bush
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri

Co-founder and Chairman of the Board of the financial advisory firm of
Bush-O'Donnell & Company. Age 60.

Robert B. Calhoun, Jr.
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing Director of Monitor Clipper Partners and President of The Clipper Group
L.P., both private equity investment funds. Age 56.

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 68.

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

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 73.

C. Alan MacDonald
Directorship Inc.
8 Sound Shore Drive
Greenwich, Connecticut

Managing Director of Directorship Inc., a consultancy in board management and
corporate governance. Formerly, General Partner of the Marketing Partnership,
Inc., a full service marketing consulting firm (1994-1997). Prior to that,
Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of
branded snack foods (1992-1994). His career spans 36 years at Stouffers and
Nestle with 18 of the years as Chief Executive Officer. Currently serves as
Director of DenAmerica Corp., J.B. Williams Company, Inc. , Fountainhead Water
Company and Exigent Diagnostics. Age 65.

Hansel B. Millican, Jr.
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company. Age 70.

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

Chairman of Spencer Stuart, an executive search consulting firm. Currently
serves as a Director of Ace, Ltd. (NYSE). Age 61.

5
<PAGE>

The second column of the following table sets forth the compensation accrued for
the Company's outside trustees. The third column sets forth information with
respect to the equity-based benefits accrued for outside directors/trustees by
the Lord Abbett-sponsored funds. The fourth column sets forth information with
respect to the retirement plan for outside directors/trustees maintained by each
of the Lord Abbett-sponsored funds. No director/trustee of the funds associated
with Lord Abbett and no officer of the funds received any compensation from the
funds for acting as a director or officer.

<TABLE>
<CAPTION>
For the Fiscal Year Ended October 31, 1998
-------------------------------------------------------------------------------
(1) (2) (3) (4)
For Year Ended
Equity-Based December 31, 1998
Benefits Accrued Total Compensation
Aggregate By The Company And Accrued By The Company
Compensation Twelve Other Lord And Twelve Other Lord
Accrued By Abbett-Sponsored Abbett-Sponsored
Name Of Director The Company(1) Companies(2) Companies(3)
- ---------------- --------------- ------------- -----------
<S> <C> <C> <C>
E. Thayer Bigelow $1,235 $16,641 $57,400
William H.T. Bush* $356 none $27,500
Robert B. Calhoun, Jr.** $486 none $33,500
Stewart S. Dixon $1,215 $32,015 $56,500
John C. Jansing $1,199 $46,430 $55,500
C. Alan MacDonald $1,198 $29,994 $55,000
Hansel B. Millican, Jr. $1,199 $38,069 $55,500
Thomas J. Neff $1,220 $18,804 $56,500
</TABLE>

*Elected as of August 13, 1998
**Elected as of June 17, 1998

1. Outside trustees' fees, including attendance fees for board and committee
meetings, are allocated among all Lord Abbett-sponsored funds based on the
net assets of the funds A portion of the fees payable by the Company to
its outside directors/trustees is being deferred under a plan that deems
the deferred amounts to be invested in shares of the Company for later
distribution to the directors/trustees.

2. The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds
for the 12 months ended October 31, 1998 with respect to the equity based
plans established for independent directors in 1996. This plan supercedes
a previously approved retirement plan for all future directors. Current
directors had the option to convert their accrued benefits under the
retirement plan. All of the outside directors except one made such an
election.

3. This column shows aggregate compensation, including directors'/trustees'
fees and attendance fees for board and committee meetings, of a nature
referred to in footnote one, accrued by the Lord Abbett-sponsored
companies during the year ended December 31, 1998. The amounts of the
aggregate compensation payable by the Company as of October 31, 1998
deemed invested in Company shares, including dividends reinvested and
changes in net asset value applicable to such deemed investments, were:
Mr. Bigelow, $1,671; Mr. Calhoun, $264; Mr. Jansing, $25,597; Mr.
MacDonald, $10,642; Mr. Millican, $24,792 and Mr. Neff, $25,874. If the
amounts deemed invested in Company shares were added to each
director/trustee's actual holdings of Company shares as of October 31,
1998, each would own the following: Mr. Bigelow, 183 shares; Mr. Calhoun,
28 shares; Mr. Dixon, 625 shares; Mr. Jansing, 7,370 shares; Mr.
MacDonald, 1,163 shares; Mr. Millican, 2,709 shares; and Mr. Neff, 3,273
shares.

4. Mr. Jansing chose to continue to receive benefits under the retirement
plan, which provides that outside directors (Trustees) may receive annual
retirement benefits for life equal to their final annual retainer
following retirement at

6
<PAGE>

or after age 72 with at least ten years of service. Thus, if Mr. Jansing
were to retire and the annual retainer payable by the funds were the same
as it is today, he would receive annual retirement benefits of $50,000.

Executive Vice Presidents

Zane Brown, age 47;

Robert G. Morris, age 54;

Vice Presidents

Paul A. Hilstad, age 56, Vice President and Secretary (with Lord Abbett since
1995; formerly Senior Vice President and General Counsel of American Capital
Management & Research, Inc.);

Daniel E. Carper, age 47;

Robert P. Fetch, age 46;

Timothy W. Horan, age 44;

Thomas F. Konop, age 56;

Jerald Lanzotti, age 31;

Stephen I. McGruder, age 55;

A. Edward Oberhaus, age 39;

Keith F. O'Connor, age 43;

Fernando Saldanha, age 45;

Christopher J. Towle, age 41;

John J. Walsh, age 62;

and Donna M. McManus, age 38, Treasurer (with Lord Abbett since 1996, formerly a
Senior Manager at Deloitte & Touche LLP).

7
<PAGE>

As of February 12, 1999 our officers and trustees, as a group, owned more than
1% of the Fund's outstanding shares: Zane E. Brown owned 1.16% of World
Bond-Debenture Fund.. As of February 12, 1999 there were no record holders of 5%
or more of the Funds' outstanding shares.

3.
Investment Advisory and Other Services

The services performed by Lord Abbett are described in the Prospectus under
"Management." Under the Management Agreement, we are obligated to pay Lord
Abbett a monthly fee, based on average daily net assets for each month, at the
annual rate of .75 of 1% of the Fund's average daily net assets. This fee is
allocated among Classes A, B and C based on the classes' proportionate shares of
such average daily net assets. For the period December 18, 1998 (commencement of
operations) to October 31, 1998, the management fee for World Bond-Debenture
Fund was waived. If paid by the Fund, it would have amounted to $39,168.

We pay all expenses not expressly assumed by Lord Abbett, including, without
limitation, 12b-1 expenses, outside trustees' fees and expenses, association
membership dues, legal and auditing fees, taxes, transfer and dividend
disbursing agent fees, shareholder servicing costs, expenses relating to
shareholder meetings, expenses of 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.

Lord Abbett Distributor LLC serves as the principal underwriter for the Fund.

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

United Missouri Bank of Kansas City, N.A. Tenth and Grand Kansas City, Missouri,
64141, acts as the transfer agent and dividend dispursing agent for each Fund.

4.
Portfolio Transactions

With respect to the Fund, 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 Fund 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.

8
<PAGE>

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
brokerage commissions and dealer markups and markdowns and taking into account
the full range and quality of the brokers' services. Consistent with obtaining
best execution, the Fund may pay, as described below, a higher commission than
some brokers might charge on the same transaction. This policy 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 Company 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. 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 portfolio 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 commissions 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 showing us trading opportunities
including blocks, a 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.

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 Company to purchase or sell the Fund's portfolio securities.

9
<PAGE>

For the period December 29, 1997 to October 31, 1998, we paid total commissions
to independent broker-dealers of $27,140.

5.
Purchases, Redemptions
and Shareholder Services

Information concerning how we value our shares for the purchase and redemption
of our shares is contained in the Prospectus under "Purchases" and
"Redemptions," respectively.

As disclosed in the Prospectus, we calculate our net asset value as of the close
of the New York Stock Exchange ("NYSE") on each day that the NYSE is open for
trading by dividing our total net assets by the number of shares outstanding at
the time of calculation. The NYSE is closed on Saturdays and Sundays and the
following holidays -- New Year's Day, Martin Luther King , Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The maximum offering price of Class A shares on 10/31/98 was computed as
follows:

Class A
-------
Net asset value per share (net assets divided
by shares outstanding) ......................................... $9.66

Maximum offering price per share (net asset
value divided by .9525) ........................................ $10.14

10
<PAGE>

All assets and liabilities expressed in foreign currencies will be converted
into United States dollars at the mean between the buying and selling rates of
such currencies against United States dollars last quoted by any major bank. If
such quotations are not available, the rate of exchange will be determined in
accordance with policies established by the Board of Trustees of the Company.
The Board of Trustees will monitor, on an ongoing basis, the Company'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 Fund's 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 Fund's
calculation of net asset values unless the Company's trustees 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 C shares is determined in the
same manner as for the Class A shares (net assets divided by shares
outstanding). Our Class B and C shares are offered at net asset value.

The Company has entered into a distribution agreement with Lord Abbett
Distributor LLC, a New York limited liability company ("Lord Abbett
Distributor") and subsidiary of Lord Abbett under which Lord Abbett Distributor
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.

ALTERNATIVE SALES ARRANGEMENTS

Classes of Shares. The Fund offers investors four different classes of shares.
This Statement of Additional Information offers those classes, designated Class
A, B, C and P. 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.

11
<PAGE>

12
<PAGE>

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 expected to be held for 5 or 6 years (or
more). For investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more appropriate than Class C. If you are investing
$500,000 or more, Class A may become more desirable as your investment horizon
approaches 3 years or more.

Class A, B, C and P Rule 12b-1 Plans. As described in the Prospectus, the Fund
has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 of the Act
for each of the three Fund Classes: the "A Plan,", the "B Plan," the "C Plan,"
and the "P Plan," 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. During the last fiscal year, the Fund accrued
or paid through Lord Abbett to authorized institutions $18,728,615 under the A
Plan, $2,476,427 under the B Plan ,$939,042 under the C Plan and Class P Plan.
Lord Abbett uses all amounts received under each Plan as described in the
Prospectus and 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

13
<PAGE>

assistance in distributing shares of the Fund.

The fees payable under the A, B and C Plans are described in the Prospectus. For
the period December 18, 1997 to October 31, 1998, fees paid to dealers under the
A, B and C Plans were $7,538, $4,411, and $6,034, respectively.

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 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 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.

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

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<PAGE>

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
first anniversary of their original purchase, the charge will be collected by
the other fund on behalf of this Fund's 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 A shares
purchased pursuant to a special retirement wrap program, no CDSC is payable on
redemptions which continue as investments in another fund participating in the
program. 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 which participate in the Telephone Exchange Privilege (except
(a) Lord Abbett U.S. Government Securities Money Market Fund, Inc. ("GSMMF"),
(b) certain funds 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.

15
<PAGE>

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 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.

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 funds of Lord Abbett
Research Fund not offered to the general public ("LARF").

Statement of Intention. Under the terms of the Statement of Intention as
described in the Prospectus you may invest $100,000 or more over a 13-month
period in 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). Shares 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 of Intention 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.

16
<PAGE>

or custodian under any pension or profit-sharing plan or Payroll Deduction IRA
established for the benefit of such persons or for the benefit of employees of
any national securities trade organization to which Lord Abbett belongs or any
company with an account(s) in excess of $10 million managed by Lord Abbett on a
private-advisory-account basis. For purposes of this paragraph, the terms
"directors" and "employees" include a director's or employee's spouse (including
the surviving spouse of a deceased director or employee). The terms "our
directors" and "employees of Lord Abbett" also include retired directors and
employees and other family members thereof.

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,
through a special retirement wrap program sponsored by an authorized institution
having one or more characteristics distinguishing it, in the opinion of Lord
Abbett Distributor, from a mutual fund wrap program. Such characteristics
include, among other things, the fact that an authorized institution does not
charge its clients any fee of a consulting or advisory nature that is
economically equivalent to the distribution fee under Class A 12b-1 Plan and the
fact that the program relates to participant-directed Retirement Plan.

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.

Our Board of Trustees 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 months' 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.

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>

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 and contain
specific information about the plans excluding 401(k) plans. Explanations of the
eligibility requirements, annual custodial fees and allowable tax advantages and
penalties are set forth in the relevant plan documents. Adoption of any of these
plans should be on the advice of your legal counsel or qualified tax adviser.

6.
Past Performance

The Fund computes the average annual compounded rate of total return for each
class 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 (as described in the next
paragraph) 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 covered by the average annual
total return computation.

In calculating total returns for Class A shares, the current maximum sales
charge of 4.75% (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, 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 the Fund's investment
result for that class for the time period shown (unless the total return is
shown at net asset value). For Class C shares, the 1.0% CDSC is applied to the
Fund's 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 fiscal year ended October 31, 1998 was
- -4.00%, -4.77%, and -.76% for the A, B, and C shares, respectively.

Yield quotation for each Class 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 the maximum offering price per share of such Class on the last day of
the period. This is determined by finding the following quotient: take the
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 shares of such Class outstanding during the period that were entitled to
receive dividends and (ii) the maximum offering price per share of such Class 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 the Fund's 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
October 31, 1998, the yield for the Class A, B and C shares of the Fund were
8.40%, 8.08% and 0%, respectively.

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<PAGE>

7.
Taxes

The value of any shares redeemed by the Company or repurchased or otherwise sold
may be more or less than your tax basis in the shares at the time of
disposition. Any gain will generally be taxable for United States federal income
tax purposes. Any loss realized on the disposition of Company shares which you
have 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 you
received with respect to such shares. Losses on the sale of shares 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 shares that are
substantially identical.

The Company 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. The Company intends
to distribute to shareholders each year an amount adequate to avoid the
imposition of such excise tax. Dividends paid by the Company will qualify for
the dividends-received deduction for corporations to the extent they are derived
from dividends paid by domestic corporations.

Forward foreign currency contracts, foreign currency put and call options and
other investment techniques and practices which the Company may utilize, may
affect the character and timing of the recognition of gains and losses by a
Company. Such transactions may increase the amount of short-term capital gain
realized by such Company, which is taxed as ordinary income when distributed to
shareholders. Limitations imposed by the Internal Revenue Code on regulated
investment companies may restrict the Company's ability to engage in
transactions in options and forward contracts.

Gain and loss realized by the Company 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 gain or loss is 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 the Company purchases shares in certain foreign investment entities, called
"passive foreign investment companies," the Company 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 to its shareholders. Additional charges in the nature of
interest may be imposed on either the Company or its shareholders with respect
to deferred taxes arising from such distributions or gains. If the Company were
to invest in a passive foreign investment company with respect to which the
Company elected to make a "qualified electing fund" election, in lieu of the
foregoing requirements, the Company 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 Company.

As described in the Prospectus, the Company 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 the Company consist of stock or securities
of foreign corporations, the Company may elect to treat foreign income taxes
paid by the Company as having been paid directly by its shareholders. If a
Company makes such an election, the shareholders of the Company 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 the
Company and (ii) treat such pro rata share as foreign income taxes paid by them.
Such shareholders may then use such pro rata portion of foreign income taxes as
foreign tax credits, subject to applicable limitations, or, alternatively,
deduct them in computing their taxable income. Shareholders who do not itemize
deductions for federal income tax purposes will not be entitled to deduct their
pro rata portion of foreign taxes paid by the Company, although such
shareholders will still be required to include their share of such taxes in
gross income.

19
<PAGE>

Shareholders who claim a foreign tax credit for foreign taxes paid by the
Company may be required to treat a portion of dividends received from the
Company 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 the Company 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 the Fund and (ii)
the portion of dividends which represents income from each foreign country.

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
the Fund, 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.

8.
Information About the Company

The directors, trustees and officers of Lord Abbett-sponsored mutual funds,
together with the partners and employees of Lord Abbett, are permitted to
purchase and sell securities for their personal investment accounts. In engaging
in personal securities transactions, however, such persons are subject to
requirements and restrictions contained in the Fund's Code of Ethics which
complies, in substance, with each of the recommendations of the Investment
Company Institute's Advisory Group on Personal Investing. Among other things,
the Code requires that Lord Abbett partners and employees obtain advance
approval before buying or selling securities, submit confirmations and quarterly
transaction reports, and obtain approval before becoming a director of any
company; and it prohibits such persons from investing in a security 7 days
before or after any Lord Abbett-sponsored fund or Lord Abbett-managed account
considers a trade or trades in such security, from profiting on trades of the
same security within 60 days and from trading on material and non-public
information. The Code imposes certain similar requirements and restrictions on
the independent directors and trustees of each Lord Abbett-sponsored mutual fund
to the extent contemplated by the recommendations of the Advisory Group.

9.
Financial Statements

20
<PAGE>

10.
Appendix

Corporate Bond Ratings

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 most 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.

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

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

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<PAGE>
POWER OF ATTORNEY

Each person whose signature appears below on this Amendment to the
Registration Statement hereby constitutes and appoints Paul A. Hilstad, Thomas
F. Konop, and Lawrence H. Kaplan , and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
amendments to this Registration Statement (including post-effective amendments
and amendments thereto), and to file the same, with all exhibits thereto), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signatures Title Date
- ---------- ----- ----

Chairman, President
/s/ Robert S. Dow and Director/Trustee 2/26/99
- -------------------------- -------------------- -----------------
Robert S. Dow

/s/ E. Thayer Bigelow Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
E. Thayer Bigelow

/s/ William H. T. Bush Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
William H. T. Bush

/s/ Robert B. Calhoun, Jr. Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
Robert B. Calhoun, Jr.

/s/ Stewart S. Dixon Director/Trustee 2/26/98
- --------------------------- ---------------- -----------------
Stewart S. Dixon

/s/ John C. Jansing Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
John C. Jansing

/s/ C. Alan MacDonald Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
C. Alan MacDonald

/s/ Hansel B. Millican, Jr. Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
Hansel B. Millican, Jr.

/s/ Thomas J. Neff Director/Trustee 2/26/99
- --------------------------- ---------------- -----------------
Thomas J. Neff
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 26th day of
February, 1999.

BY: /s/ Thomas F. Konop
--------------------

Thomas F. Konop
Vice President

LORD ABBETT SECURITIES TRUST
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PART C OTHER INFORMATION

This Post-Effective Amendment No. 27 (the "Amendment") to the Registrant's
Registration Statement relates only to Growth & Income Fund, International Fund,
World Bond-Debenture Fund, and Alpha Fund classes A, B, C and P.

The other series and classes of shares of the Registrant are listed below and
are offered by the Prospectuses and Statements of Additional Information in
Parts A and B, respectively, of the Post-Effective Amendments to the
Registrant's Registration Statements as identified. The following are separate
series and/or classes of shares of the Registrant. This Amendment does not
relate to, amend or otherwise affect the Prospectuses and Statements of
Additional Information contained in the prior Post-Effective Amendments listed
below, and pursuant to Rule 485(d) under the Securities Act of 1933, does not
affect the effectiveness of such Post-Effective Amendments.

POST-EFFECTIVE
AMENDMENT NO.
-------------
International Fund - Y shares 25
International Fund - Y shares 24
Large-Cap International Series - A,B, and C 23

Item 23 Exhibits

(a) Declaration of Trust is incorporated by reference to Post-Effective
Amendment No.19 to the Registration Statement on Form N-1A filed on
3/1/98.

(b) By-Laws incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement on Form N-1A filed on 12/30/98.

(c) Instruments Defining Rights of Security Holders incorporated by
reference. (d) Investment Advisory Contracts incorporated by
reference.

(e) Underwriting Contracts incorporated by reference.

(f) Bonus or Profit Sharing Contracts is incorporated by reference to
Post Effective Amendment No. 6 to the Registration Statement on Form
N-1A filed on October 7, 1994.

(g) Custodian Agreements incorporated by reference.

(h) Other Material Contracts incorporated by reference.

(i) Legal Opinion incorporated by reference.

(j) Other Opinion. Consent of Independent Auditors filed herewith.

(k) Omitted Financial Statements incorporated by reference.

(l) Initial Capital Agreements incorporated by reference.

(m) Rule 12b-1 Plan incorporated by reference to Post Effective
Amendment No. 12 filed on August 29, 1996.

(n) Financial Data Schedule. Incorporated by reference.

(o) Rule 18f-3 Plan. Incorporated by reference to Post Effective
Amendment No. 12 filed on August 29, 1996.

Item 24 Persons Controlled by or Under Common Control with the Fund

None.

Item 25 Indemnification

All Trustees, officers, employees and agents of Registrant are to be
indemnified as set forth in Section 4.3 of Registrant's Declaration
of Trust.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expense incurred or paid by a Trustee, officer or
controlling person of

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the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

In addition, Registrant maintains a Trustees' and officers' errors
and omissions liability insurance policy protecting Trustees and
officers against liability for breach of duty, negligent act, error
or omission committed in their capacity as Trustees or officers. The
policy contains certain exclusions, among which is exclusion from
coverage for active or deliberate dishonest or fraudulent acts and
exclusion for fines or penalties imposed by law or other matters
deemed uninsurable.

Item 26 Business and Other Connections of Investment Adviser

Lord, Abbett & Co. acts as investment adviser for twelve other
investment companies (of which it is principal underwriter for
thirteen) and as investment adviser to approximately 8,300 private
accounts as of September 30, 1998. Other than acting as trustees,
directors and/or officers of open-end investment companies managed
by Lord, Abbett & Co., none of Lord, Abbett & Co.'s partners has, in
the past two fiscal years, engaged in any other business,
profession, vocation or employment of a substantial nature for his
own account or in the capacity of director, officer, employee,
partner or Trustee of any entity.

Item 27 Principal Underwriters

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

Investment Advisor
------------------

American Skandia Trust (Lord Abbett Growth & Income Portfolio)

(b) The partners of Lord, Abbett & Co. are:

Name and Principal Positions and Offices
Business Address (1) with Registrant
-------------------- ---------------

Robert S. Dow Chairman and President
Paul A. Hilstad Vice President & Secretary
Zane E. Brown Executive Vice President
Robert G. Morris Executive Vice President
Daniel E. Carper Vice President
Robert P. Fetch Vice President
Stephem I. McGruder Vice President
Christopher J. Towle Vice President
John J. Walsh Vice President

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<PAGE>

The other general partners of Lord Abbett & Co. who are neither
officers nor directors of the Registrant are Stephen I. Allen, John
E. Erard, Daria L. Foster, Robert I. Gerber, Thomas W. Hudson, Jr.,
Michael McLaughlin, Robert J. Noelke, and R. Mark Pennington.

Each of the above has a principal business address:
767 Fifth Avenue, New York, NY 10153

Item 28 Location of Accounts and Records

Registrant maintains the records, required by Rules 31a - 1(a) and
(b), and 31a - 2(a) at its main office.

Lord, Abbett & Co. maintains the records required by Rules 31a -
1(f) and 31a - 2(e) at its main office.

Certain records such as cancelled stock certificates and
correspondence may be physically maintained at the main office of
the Registrant's Transfer Agent, Custodian, or Shareholder Servicing
Agent within the requirements of Rule 31a-3.

Item 29 Management Services

None

Item 30 Undertakings

The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

The registrant undertakes, if requested to do so by the holders of
at least 10% of the registrant's outstanding shares, to call a
meeting of shareholders for the purpose of voting upon the question
of removal of a director or directors and to assist in
communications with other shareholders as required by Section 16(c)
of the Investment Company Act of 1940, as amended.

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